Feitelijk beleidsbepaler
de facto director
A de facto policy maker is a person who, without formal appointment as a director, determines the management and policy of a legal entity.
A de facto director is an individual who, in practice, directs the day-to-day operations and strategic policy of a company, even though he is not registered as a director in the commercial register. This position frequently arises where a shareholder, adviser or other interested party holds the reins and takes decisions that would normally be taken by the board of directors.
The classification is particularly relevant in the context of directors’ liability and insolvency proceedings. Like a formally appointed director, a de facto director may be held liable for mismanagement or for any deficiency in the insolvent estate, for instance pursuant to Article 2:248 of the Dutch Civil Code.
In practice, trustees in bankruptcy regularly invoke the concept to hold non-formal leaders accountable for the policies that have resulted in loss or insolvency.
“The trustee held the shareholder liable as the de facto policy-maker for the improper management that led to the bankruptcy.”
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