[2025] UKUT 00185 (TCC)

Submissions on this issue were made on behalf of the Applicants by Mr Pritchard. He initially said, in reliance on the above passage from Ferreira, that a director could only be “knowingly concerned” if he had acted fraudulently, but then amended his position, and said there had to be “personal wrongdoing”, which would include fraud or recklessness, or

“something that takes it out of the ordinary course of business of being a director…It could be a lack of integrity, but it is not just doing your usual business as a director of the company.”

Mr Stanley said that this was plainly wrong. There was no reference in the statute to a person only being “knowingly concerned” if he was guilty of fraud, recklessness, lack of integrity or “personal wrongdoing”. In the main parts of Ferreira, Snowden LJ had clearly explained what was required for a person to be “knowingly concerned”, and he made no reference to a requirement for there to be “personal wrongdoing”.

We agree with Mr Stanley, for the reasons set out below.