Jazz Pharmaceuticals PLC v The Companies Act 2014 (Approved) [2020] IEHC 620 (01 December 2020)

Jazz Pharmaceuticals PLC v The Companies Act 2014 (Approved) [2020] IEHC 620 (01 December 2020)

The court has jurisdiction to confirm a reduction of share capital under s. 85(1) Companies Act 2014 even where the amount sought at confirmation exceeds the amount at the date of the special resolution, as the statutory wording does not restrict reductions to capital as at the resolution date and all statutory requirements and creditor protections have been satisfied.

Citation
[2020] IEHC 620
Parties
Applicant: Jazz Pharmaceuticals PLC
Jurisdiction
Ireland
Judgment Date
01 December 2020
Procedural Posture
Application for Confirmation of Special Resolution Reducing Share Capital / Final Judgment on Confirmation Application
Outcome
application granted
Legal Topics
Reduction of Share Capital, Court Confirmation of Special Resolution, Creditor Protection, Companies Act 2014 Sections 84 86
Company Law Reduction of Share Capital Court Confirmation of Special Resolution Creditor Protection Companies Act 2014 Sections 84 86

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Parties

Jazz Pharmaceuticals PLC

Applicant

Procedural Posture

Application for Confirmation of Special Resolution Reducing Share Capital / Final Judgment on Confirmation Application

Legal Issues

  1. 1 Does the court have jurisdiction to confirm a reduction of share capital where the amount sought at confirmation exceeds the amount at the date of the special resolution?
  2. 2 Have statutory requirements for capital reduction and creditor protection been complied with?

Ratio Decidendi

The court has jurisdiction to confirm a reduction of share capital under s. 85(1) Companies Act 2014 even where the amount sought at confirmation exceeds the amount at the date of the special resolution, as the statutory wording does not restrict reductions to capital as at the resolution date and all statutory requirements and creditor protections have been satisfied.

Court Disposition

application granted

Orders

  • Order confirming special resolution reducing share capital by cancellation of entire share premium account as at effective date
  • Ancillary orders including declaration that s.85(4) Companies Act 2014 does not apply to any class of creditors