The High Court has granted Maurice Elliot Sherling and Graham Charles Hudson relief from deemed disqualification, allowing them to act as directors of SB Steel Limited, NBT International Limited and Jamestown Metal Resources Limited, subject to conditions intended to protect the public.
Mr Justice Quinn ruled on 27 July 2022 that relief was just and equitable under section 847 of the Companies Act 2014. The court did not grant relief for Silverwood Dublin Property Acquisitions Limited or Trailglen Limited, as the application in respect of those companies had not been pursued. The judge said the parties would be heard on the final form of the order and other outstanding matters.
The deemed disqualification arose after the applicants failed to notify the Registrar of Companies that they had given competition disqualification undertakings in England and Wales. The undertakings followed Competition and Markets Authority findings that companies in the IMI Group had infringed UK competition law through four agreements or concerted practices in 2015, 2016 and 2017. The applicants acknowledged their involvement and the seriousness of the conduct. The Irish court’s application concerned relief from the Irish deemed disqualification; it did not revisit the CMA findings.
The judge accepted evidence that the filing failure was not intended to conceal the undertakings. He said it was not a trivial matter and noted that companies of this size should have systems to meet statutory filing requirements. He also found that the applicants took the compliance issues seriously and that measures introduced to reduce the risk of repeated competition and company-law breaches were substantial. These included compliance oversight by non-executive directors and a developing succession plan. He cautioned that the measures could not guarantee there would be no future difficulties.
The Director of Corporate Enforcement took a neutral position after engagement with the applicants, subject to conditions. Among them, qualified non-executive directors must remain in specified roles at the three companies during the relevant period and oversee competition-law compliance, company-law compliance and governance. Other named directors must remain in office for as long as tenable, with replacements permitted. Relief is to cease immediately if the conditions are breached.
The Director’s requested costs had not been agreed and were to be addressed in further submissions. The judgment’s operative conclusion grants conditional relief; the final order had not yet been settled when the judgment was delivered.