Allergan PLC v The Companies Act 2014 (Approved) [2020] IEHC 214 (11 May 2020)

Allergan PLC v The Companies Act 2014 (Approved) [2020] IEHC 214 (11 May 2020)

The scheme of arrangement and capital reduction were sanctioned and confirmed because all statutory requirements, court directions, and legal tests were fulfilled; the scheme is fair, equitable, and serves a bona fide purpose; all shareholders and creditors are treated equitably; no improper coercion occurred; the class of members was properly constituted.

Citation
[2020] IEHC 214
Parties
Applicant: Allergan plc; Statutory Respondent: The Companies Act 2014
Jurisdiction
Ireland
Judgment Date
11 May 2020
Procedural Posture
Scheme of Arrangement and Capital Reduction Application / Final Judgment and Orders
Outcome
application granted
Legal Topics
Scheme of Arrangement, Capital Reduction, Takeover Regulation, Shareholder Rights
Company Law Corporate Finance Scheme of Arrangement Capital Reduction Takeover Regulation Shareholder Rights

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Parties

Allergan plc

Applicant

The Companies Act 2014

Statutory Respondent

Procedural Posture

Scheme of Arrangement and Capital Reduction Application / Final Judgment and Orders

Legal Issues

  1. 1 Whether the scheme of arrangement should be sanctioned under s. 453(2) of the Companies Act 2014
  2. 2 Whether the special resolution approving capital reduction should be confirmed under s. 85(1) of the Companies Act 2014
  3. 3 Whether statutory requirements and court directions were complied with

Ratio Decidendi

The scheme of arrangement and capital reduction were sanctioned and confirmed because all statutory requirements, court directions, and legal tests were fulfilled; the scheme is fair, equitable, and serves a bona fide purpose; all shareholders and creditors are treated equitably; no improper coercion occurred; the class of members was properly constituted.

Court Disposition

application granted

Orders

  • Scheme of arrangement sanctioned under s. 453(2) of the Companies Act 2014
  • Special resolution approving capital reduction confirmed under s. 85(1) of the Companies Act 2014