The High Court has refused to disqualify or restrict Sean Power over his role as a director of two companies involved in a complex €26.45 million property sale concerning Marine House in Dublin.
Liquidator Michael Fitzpatrick sought orders against Power as a former director of Ballylea Developments Limited and Dexbury Limited. He alleged that the wider transaction had been structured to avoid payments to Revenue and NAMA and raised concerns about company records and documentation.
Dexbury owned Marine House and owed Allied Irish Banks about €22 million secured on the property. A UK-based property fund offered €23.5 million in 2015. Ballylea, a previously dissolved company with historic trading losses, was later restored and introduced into the structure. The eventual sale completed in March 2016, with €22.05 million paid to the bank and €4.4 million paid to the companies’ solicitors.
Power joined the companies after the transaction was already well advanced. The court accepted that he did not devise it or benefit from it beyond modest director’s fees. The liquidator’s central complaint was instead that Power had failed to inform himself about the companies’ affairs and had effectively left their management to former Dexbury director Brian Conroy.
Mr Justice Mulcahy agreed that Power should have exercised considerably more oversight. He had not attended board meetings, had not engaged with fellow directors or advisers and signed documents without fully informing himself about their contents.
However, the court found that this conduct did not establish the lack of commercial probity, gross negligence or total incompetence required for disqualification. The transaction also appeared to have professional legal and tax advice behind it.
Restriction was also refused. Crucially, there was no evidence that Dexbury was insolvent or that Power caused losses to creditors. Ballylea’s historic insolvency pre-dated his involvement.
The ruling therefore clears Power of both proposed corporate sanctions, while expressly recording serious shortcomings in the way he discharged his directorial responsibilities.