Hayes -v- Kelleher & ors [2015] IEHC 509 (31 July 2015)

Hayes -v- Kelleher & ors [2015] IEHC 509 (31 July 2015)

Ms Hayes' Ordinary Shares and Special Share entitle her to not less than 51% of votes cast at any general meeting; the number of directors may be increased by ordinary resolution; shareholders retain inherent power to appoint directors, not displaced by articles or shareholder agreement; Ms Hayes may exercise her voting rights to increase the board and appoint directors.

Citation
[2015] IEHC 509
Parties
Plaintiff: Freda Hayes; Defendant: Patrick Kelleher; Defendant: Robert Reardon; Defendant: Frank Kelleher
Jurisdiction
Ireland
Judgment Date
31 July 2015
Procedural Posture
Special Summons / Judgment
Outcome
Declaratory relief granted in favour of Ms Hayes
Legal Topics
Interpretation of Articles of Association, Shareholder Agreements, Director Appointment Powers, Voting Rights
Company Law Contract Law Interpretation of Articles of Association Shareholder Agreements Director Appointment Powers Voting Rights

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Parties

Freda Hayes

Plaintiff

Patrick Kelleher

Defendant

Robert Reardon

Defendant

Frank Kelleher

Defendant

Procedural Posture

Special Summons / Judgment

Legal Issues

  1. 1 Whether the shareholder agreement and articles of association permit Ms Hayes to exercise 51% voting rights via the Special Share
  2. 2 Whether the number of directors can be increased by ordinary resolution
  3. 3 Whether shareholders retain inherent power to appoint directors

Ratio Decidendi

Ms Hayes' Ordinary Shares and Special Share entitle her to not less than 51% of votes cast at any general meeting; the number of directors may be increased by ordinary resolution; shareholders retain inherent power to appoint directors, not displaced by articles or shareholder agreement; Ms Hayes may exercise her voting rights to increase the board and appoint directors.

Court Disposition

Declaratory relief granted in favour of Ms Hayes

Orders

  • Ms Hayes may exercise her minimum 51% voting rights at a general meeting to increase the number of directors on the board of Blarney and appoint directors.
  • The present upper limit of nine directors may be increased by ordinary resolution.