The High Court has dismissed Ryanair Holdings plc’s judicial review challenge to the Irish Financial Services Regulatory Authority over its response to a complaint concerning Aer Lingus plc. The ruling was on preliminary questions of law, and the court dismissed the proceedings in limine after answering each question against Ryanair.
Ryanair, which held about 29% of Aer Lingus’s issued shares, alleged that Aer Lingus breached market-abuse rules by informing the Minister for Transport about a planned transfer of Heathrow slots from Shannon to Belfast before other shareholders and the public. Ryanair asked the regulator to investigate. The judgment records Ryanair’s account of when the Minister was informed; it does not determine whether Aer Lingus breached the rules.
Ryanair sought orders requiring the regulator to investigate, publish the findings, or decide whether to investigate and give reasons if it declined. It also sought a declaration that the regulator had breached its obligations. The regulator replied that investigations were subject to the effective use of its resources and said it was statutorily restricted from disclosing confidential information. Ryanair said it had not asked for confidential information, but for a decision and the basis for it.
Mr Justice Kelly held that neither the Market Abuse Regulations nor the Investment Funds, Companies and Miscellaneous Provisions Act 2005 imposed a duty to tell Ryanair whether an investigation had been or would be carried out, publish investigation findings outside the circumstances specified in the Regulations, or publish reasons for a decision not to investigate. He said the decision whether to investigate was discretionary and that courts would intervene in such decisions only in exceptional cases. He found that this was not such a case.
The judge also considered, in the alternative, whether any asserted duty could be enforced by mandamus on the facts pleaded. He concluded that it could not: the affidavit and statement of grounds did not disclose a breach of duty or meet the high threshold for judicial review. He answered the third preliminary question, whether the pleadings disclosed a breach, in the negative.
The court did not decide whether Aer Lingus had committed market abuse, nor did it order the regulator to investigate or disclose information. The judicial review application was dismissed in limine.