In Dutch corporate case law the doctrine of actual policymaker is developed. A third party (e.g. shareholder or employee) who acts as if he was a formal director of the company runs the risk to be held personally liable for debts of the company in the same way directors can under directors’ liability.

Actual policymaker in the Netherlands

In the Netherlands someone is considered an actual policymaker if his involvement in the daily operations of the company and the internal decision-making is substantial. It is no longer necessary that the formal board is set aside completely. Also when the board still has power and influence, a third party can be considered to be an actual policymaker.