Glynn v. Owen [2012] IESC 15
(Supreme Court, O’Donnell J, 23 February 2012)

Supreme Court dismisses appeal from High Court, and affirms order dismissing derivative action by shareholders on behalf of company against former directors. (Full text.)

Company law – appeal from dismissal of claims in High Court (Finlay Geoghegan J) – agreement to manufacture product to separate oil and water (“Fatstrippa”) – insolvency of distributor – decision of company not to pursue More

In Re McInerney Homes Ltd [2011] IESC 31 (22 July 2011)

Supreme Court dismisses appeals from several decisions of the High Court (Clarke J) refusing to confirm examinership proposals.

O’Donnell J (Finnegan J, McKechnie J conc) (Full text): Company law – examinership – scheme of arrangement – s 24, Companies Act 1990 – unfair prejudice – whether proposals resulted in unfair prejudice to interested parties – onus of proof of unfair prejudice – whether trial judge could resolve issue in the absence of cross-examination of witnesses – whether calculations before court were plausible – whether trial judge correct in concluding that he could not approve proposals – valuation of security put forward by investor – effect of acquisition of loans by NAMA – likely valuations by NAMA – whether High Court should have reopened examinership hearing in light of an increased offer – whether court entitled to adjourn hearing to allow parties to adjust proposals in light of concerns addressed by court.

“This case has resulted in the somewhat surreal scenario that over a three day period this Court was occupied by teams of lawyers, accountants and assorted experts engaged in a bitter struggle to gain control of an Irish property development company, united only in the apparent belief that the development of property in Ireland over the next decade would be a lucrative business.”

Fennelly J, dissenting (Macken J conc) (Full text): Company law – examinership – scheme of arrangement – purpose of examinership scheme – issue of unfair prejudice to be viewed in context of whether company could continue as going concern – protection of employees and subcontractors – whether expert reports sufficiently contradicted by banks at hearing in absence of cross-examination – burden of proof – effect of loans being taken into NAMA – whether NAMA likely to adopt a “receivership workout” model – whether trial judge correct in finding that banks would be unfairly prejudiced by scheme of arrangement.

Paulin v. Paulin [2010] 1 W.L.R. 1057
Henderson v. Henderson (1843) 3 Hare 100
In re Vantive Holdings [2009] IESC 69, (Unreported, Supreme Court, 14th October, 2009)
In Re Traffic Group Ltd. [2008] 3 I.R. 253
In Re Atlantic Magnetics [1993] 2 I.R. 561