The concept of de facto director in company law: a question finally resolved?

Identifier:  TFG:599

Handle: https://hdl.handle.net/20.500.11797/TFG599

Authors:  Weggelaar, André

Abstract:
The aim of this paper is to analyse the concept of de facto directorship in Spanish corporate law, as it has been recently defined by the Act 31/2014, which modifies the art. 236 of the Spanish Corporations Act 1/2010. This Act has three new sections: the third one provides both the liability of de facto directors and its concept, which had not been defined in Corporate Law until December 2014, despite being previously foreseen in Act 26/2003, on Transparency. Regardless of the lack of a legal definition, case law tried to offer a concept of it. As a consequence, the final aim of this paper is to treat the de facto director concept from an historical perspective -taking into account Spanish and comparative literaturethrough the study of both formal and material conception, which at last has been recognised in our Law.