Lake Communications Ltd -v- Companies Acts [2011] IEHC 455 (24 November 2011)

Lake Communications Ltd -v- Companies Acts [2011] IEHC 455 (24 November 2011)

It is just and equitable to validate the creation by implication and allotment of the shares as no third party is prejudiced, the oversight was inadvertent, the transaction was for legitimate group restructuring, and all interested parties consented.

Citation
[2011] IEHC 455
Parties
Petitioner: Lake Communications Limited; Sole Member/respondent: Inter-Tel Lake Limited
Jurisdiction
Ireland
Judgment Date
24 November 2011
Procedural Posture
Company Law Petition / Judgment on Application for Validation of Share Allotment
Outcome
Petition granted, subject to filing of supplemental affidavit.
Legal Topics
Validation of Share Allotment, Increase of Authorised Share Capital, Section 89 Companies Act 1963, Corporate Restructuring
Company Law Validation of Share Allotment Increase of Authorised Share Capital Section 89 Companies Act 1963 Corporate Restructuring

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Parties

Lake Communications Limited

Petitioner

Inter-Tel Lake Limited

Sole Member/respondent

Procedural Posture

Company Law Petition / Judgment on Application for Validation of Share Allotment

Legal Issues

  1. 1 Whether the court should validate the creation and allotment of shares in excess of authorised share capital under s. 89 of the Companies Act 1963
  2. 2 Whether it is just and equitable to grant such validation in the circumstances

Ratio Decidendi

It is just and equitable to validate the creation by implication and allotment of the shares as no third party is prejudiced, the oversight was inadvertent, the transaction was for legitimate group restructuring, and all interested parties consented.

Court Disposition

Petition granted, subject to filing of supplemental affidavit.

Orders

  • Declarations made under s. 89 Companies Act 1963 validating the creation by implication of additional authorised share capital and the allotment of 291,469 ordinary shares to the sole member.
  • Order directing delivery and registration of the court order and minute of share capital with the Registrar of Companies within 21 days.