With the current financial difficulties faced by the oil &
gas industry, directors of companies incorporated in England and
Wales must be mindful of their duties and responsibilities to the
company as well as the potential personal liability that could
arise from breaching those duties and responsibilities in the
context of an insolvency.
Who qualifies as a director?
Under English law, directors are generally appointed in
accordance with the company's articles of association. In some
circumstances however: (i) a person who acts as a director without
having been appointed validly, or at all, is subject to many of the
same duties and liabilities as a duly appointed director (de facto
directors); and (ii) a person who does not act as a director, but
in accordance with whose directions or instructions the directors
of a company are accustomed to act (shadow directors) can also be
fixed with liability. In addition, persons duly appointed by or on
behalf of a director to
