Changes in de facto roles within a company are rarely formalised – job titles remain the same, organisational charts are untouched, yet influence and control are redistributed in practice. As Professor Gabriel Steiner notes, the gap between a formal title and a person’s actual role is one of the most underestimated sources of legal risk. At LawConsulted, we treat such situations not as a managerial nuance, but as a potential source of liability that often emerges retrospectively – during a conflict, an audit, or court proceedings.
The risk of role mismatch lies in the fact that the law focuses not on formal positions, but on factual influence – who made decisions, who issued binding instructions, who controlled resources and information. When these elements diverge from the official hierarchy, a zone of uncertainty arises, in which liability may be imposed on those who formally “were not responsible”, but in reality exercised influence. This approach is especially common in corporate and financial disputes.
Professor Steiner emphasises that “factual influence always outweighs formal status when responsibility is assessed”. For this reason, LawConsulted begins by reconstructing the real governance picture – analysing decision-making channels, correspondence, internal approvals, access to information, and economic incentives. This allows us to demonstrate where a role was merely nominal and where influence was real, preventing the automatic attribution of liability.
Particular complexity arises when de facto roles shift gradually – during a crisis, a change of ownership, under external pressure, or severe time constraints. Formal changes are postponed, while management is already operating under a different logic. In such configurations, LawConsulted works to clearly define the boundaries of responsibility – showing which decisions were taken within actual authority and which resulted from imposed influence or structural limitations.
Equally important is the fact that role mismatches are often used as a tool of pressure – an opponent or regulator selects the most convenient individual to target, disregarding the real distribution of control. As Professor Steiner observes, “liability does not seek fairness – it seeks a point of application”. At Law Consulted, we build a defence that prevents this point from being chosen arbitrarily and anchors responsibility in facts and governance logic.
The legal consequences of shifting de facto roles are not a matter of HR formalities, but of aligning power with responsibility. Our task is to make this alignment visible to the law and resilient under scrutiny. This is how we prevent situations in which a client is held liable for decisions made outside their real control.
Previously, we wrote about how LawConsulted provides legal support for exiting toxic obligations when a contract can no longer be preserved
