By Clara Finn
The High Court has refused an application by Bryan Greene to break a 50-50 deadlock with Anne Greene in a family-owned group whose main businesses include the Greenhills Hotel and The Unicorn Bar and Restaurant.
Mr Greene and Mrs Greene, who were married for more than 50 years before recently divorcing, each own 50% of Old Kildimo Group Holdings Limited and its subsidiaries. They are also the only two directors of the parent company.
Mr Greene sought an order under section 179 of the Companies Act 2014 allowing a general meeting to be called and conducted with him alone constituting a quorum. He also sought ancillary orders which could facilitate approval of draft audited accounts.
He told the court that Mrs Greene had refused to approve accounts for 2021, 2022 and 2023. He claimed the resulting deadlock had prevented the group obtaining a tax clearance certificate, created a risk of company strike-off and led to repayment of a Bank of Ireland loan because audited accounts had not been filed.
Mrs Greene denied the allegations. She said there were statements in the accounts with which she disagreed and maintained that she had attempted to convene directors' meetings which Mr Greene did not attend.
Mr Justice Brian Cregan stressed that the court was making no findings on those disputed allegations. Seventeen affidavits containing about 1,700 pages had been exchanged, but nobody had been cross-examined.
The central legal question was narrower: whether section 179 could be used to resolve deadlock between two equal shareholders.
Cregan J held that it could not. He found that section 179 is a procedural mechanism designed to allow company business to proceed where, for example, a minority shareholder prevents a majority shareholder exercising existing voting rights by frustrating a quorum.
It could not instead be used to shift the balance of power between two 50% shareholders who had agreed to share control equally.
The judge said Mrs Greene's ability to refuse approval of accounts she considered inaccurate was a substantive right. Other remedies, including oppression proceedings or an application to wind up the company on just and equitable grounds, could be pursued separately.
Mr Greene's motion was therefore refused.