Case: Standard Chartered Bank of Australia Ltd v Antico (1995) 131 ALR 1; (1995) 38 NSWLR 290 
Outcome: referred to
A shadow director of a company includes a person who is not validly appointed as a director where the directors of a company are accustomed to act in accordance with the person's instructions or wishes ( Corporations Act 2001 (Cth) (the Act) s 9). There is authority that a corporation can be a shadow director ( Standard Chartered Bank of Australia Ltd v Antico (1995) 131 ALR 1; (1995) 38 NSWLR 290 at 323). . 18 A prima facie case has certainly been established that the directors and officers of Akai Australia regarded themselves as bound to follow the instructions of Grande Group during the relevant period. The question is whether there is a prima facie case that they were accustomed to act in accordance with the instructions or wishes of Ho and Grande Holdings. The mere fact that Grande Group was a subsidiary of Grande Holdings and that Grande Holdings was accustomed to act in accordance with the instructions or wishes of Ho would not be sufficient to establish such a case ( Standard Chartered Bank (above) at 324B and 327G). It seems to me, however, that a possible view of the facts at a prima facie level is that the directors and officers of Akai Australia were prepared to, and did, accept instruction from those whom they regarded as speaking for the Grande group of companies as a whole and, in particular, from those speaking with the authority of the ultimate holding company, Grande Holdings, and its effective controller, Ho. Binney does not appear to have been a director or officer of Grande Group and the communications, generally speaking, do not purport to emanate from that particular company. I have already referred to the evidence of involvement of officers acting on behalf of Grande Holdings. 19 In my opinion, there is a prima facie case that Grande Holdings was a shadow director of Akai Australia. I am not persuaded that the same conclusion should be reached in relation to Ho. It needs to be borne in mind that the question is not one of actual or ultimate control by Ho but, rather, concerns the propensity of the local executives to act upon the instructions and wishes of Ho. I cannot see a sufficient basis for raising an arguable case that Ho gave any direct instructions to any such executive, or that there is a proper basis upon which it could be concluded that those who did give instructions gave them in the name of Ho. Even if there were, there is nothing to indicate that Ho was acting as an individual rather than as the chief executive of Grande Holdings. 20 However, paragraph 1 of the Details of Claim also alleges that Ho and Grande Holdings are deemed officers of Akai Australia. A shadow 'officer' of a company includes: '(b) a person: (i) who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the corporation; or (ii) who has the capacity to affect significantly the corporation's financial standing; or (iii) in accordance with whose instructions or wishes the directors of the corporation are accustomed to act (excluding advice given by the person in the proper performance of functions attaching to the person's professional capacity or their business relationship with the directors or the corporation).'