# Powers, consent and practical control

Original teaching companion to Albert Tan Sin Hon, *Insurance-Backed Offshore Liquidity* (University of Groningen Press, 2026).

Chapter 5, printed pp. 163–190; 5.1–5.2 and 5.6–5.11. [Open the published PDF](https://books.ugp.rug.nl/ugp/catalog/download/300/584/1875#page=165).

Legal cut-off: 1 August 2026. This lesson explains the edition; it does not verify subsequent law.

## Learning goals

- Distinguish possession, exercisability and exercise of a power.
- Identify independent decisions between influence and an outcome.
- Separate collateral support from access to loan proceeds.

## Reading guide

The relevant question is what a particular actor can lawfully achieve at a specified date. A power to replace an office-holder may affect who decides, while leaving the decision and its duties with that office. Consent, board approval, lender discretion and account authority may each remain independent requirements. The chapter also distinguishes enabling another person’s borrowing from directing, accessing or enjoying the proceeds. Each capacity needs a separate legal and evidential foundation.

## 90-minute seminar

- **10 minutes:** Recall the assigned reading and define the decision to be made.
- **20 minutes:** Discuss the reading guide and test its distinctions against the text.
- **25 minutes:** Work in pairs on the constructed exercise, recording missing evidence.
- **20 minutes:** Compare reasons with the facilitator commentary and challenge an inference.
- **10 minutes:** Debate the challenge question using a specified rule or evidence gap.
- **5 minutes:** Complete the exit task and identify a source to revisit.

## Constructed exercise

In a fictional deed, Lee may replace the protector. A proposed borrowing needs protector consent, trustee shareholder action, board approval and lender approval. The company’s bank mandate names two directors and excludes Lee. Lee says: “I can make the company borrow and spend the proceeds.” Identify what the stated documents establish, contradict and leave open.

## Facilitator commentary

The replacement power establishes a limited power concerning the office-holder’s identity, subject to its valid exercise. It does not itself supply consent, corporate authority or lender approval. The mandate contradicts an assertion that Lee is an authorised account signatory on this record. Other rights or facts might matter, but none are supplied. Distinguish a possible ability to prevent an outcome from a dependable legal route to cause it. An evidential account of influence must remain distinct from a concluded attribution of control.

## Challenge for discussion

Can a veto amount to control for one legal purpose but be insufficient for another? Specify the purpose before answering.

## Exit task

Identify the next independent decision that could interrupt Lee’s proposed route.

Teaching material: CC BY 4.0. The published book retains CC BY-NC-ND 4.0. AI-assisted material commissioned by the author, separately prepared and not publisher-reviewed.