Shadow/de facto directors and officers

The benefits of corporate structuring include risk management and asset protection. The separation of companies within the group may be "ignored" in certain circumstances.

A holding company may be considered a director of the subsidiary where:

• • the holding company acts in the position of a director; or
• • where the directors of the subsidiary are accustomed to acting in accordance with the instructions or wishes of the holding company.

Where a holding company is considered a director of the subsidiary, it would owe the same duties to the subsidiary as those directors who were formally appointed to the board of the subsidiary.

See Shadow/de facto directors and officers.