Ryanair Ltd -v- Aer Lingus Group PLC [2011] IEHC 170 (15 April 2011)

Ryanair Ltd -v- Aer Lingus Group PLC [2011] IEHC 170 (15 April 2011)

The right of shareholders to table resolutions under s. 133B Companies Act 1963 is subject to the Articles of Association. Resolutions that seek to override or fetter powers exclusively conferred on directors by the Articles are invalid and need not be tabled at the AGM. The defendant lawfully refused to table the proposed resolutions as they could not be implemented without breaching the Articles.

Citation
[2011] IEHC 170
Parties
Plaintiff: Ryanair Limited; Defendant: Aer Lingus Group PLC
Jurisdiction
Ireland
Judgment Date
15 April 2011
Procedural Posture
Commercial / Judgment
Outcome
relief refused
Legal Topics
Shareholder Rights, Directors' Powers, Annual General Meeting, Articles of Association, Dividend Declaration, Pension Scheme Payments
Company Law Corporate Governance EU Law Shareholder Rights Directors' Powers Annual General Meeting Articles of Association Dividend Declaration +1 more

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Parties

Ryanair Limited

Plaintiff

Aer Lingus Group PLC

Defendant

Procedural Posture

Commercial / Judgment

Legal Issues

  1. 1 Whether Aer Lingus can be compelled to table shareholder resolutions at the AGM which, if passed, could not lawfully be implemented under the Articles of Association
  2. 2 Whether the refusal to table the resolutions breaches sections 132A and 133B of the Companies Act 1963 as amended

Ratio Decidendi

The right of shareholders to table resolutions under s. 133B Companies Act 1963 is subject to the Articles of Association. Resolutions that seek to override or fetter powers exclusively conferred on directors by the Articles are invalid and need not be tabled at the AGM. The defendant lawfully refused to table the proposed resolutions as they could not be implemented without breaching the Articles.

Court Disposition

relief refused