Patrick O’Sullivan, a minority shareholder in Conroy Gold and Natural Resources, has failed in a bid for a High Court declaration that he and two of his nominees had wrongly been blocked by the company chairman from being elected directors of the gold mining company’s board.
Mr Justice Max Barrett told Mr O’Sullivan in the High Court on Tuesday that he had failed, in seeking election at an extraordinary general meeting, to comply with the particular notification requirements in the company’s articles of association.
Mr O’Sullivan, of Howth Road, Dublin, who bought shares in the company eight years ago and now holds a 28 per cent stake, was told by Mr Justice Barrett that a commercially sophisticated, legally-advised shareholder such as himself could properly be taken to be familiar with the rules of the company.
Judgment
The court, in a reserved judgment, declined to comment or take any view on the veracity or otherwise of “some quite scathing” perceptions or criticisms that had been made by Mr O’Sullivan with regard to the governance of the company.
Mr Justice Barrett said Mr O’Sullivan, having failed to comply with the rules of prior notification, had asked the court to accept there had been “practical and substantive” compliance but there was no such thing.
“The notification requirements are simple and clearly worded and there is good reason why they exist and fall to be satisfied and they were not satisfied,” the judge said.
Refusing all the reliefs sought by O’Sullivan, the judge also held that there was no obligation on Conroy Gold to remind Mr O’Sullivan of the notification obligations incumbent upon him. Mr O’Sullivan had presented nine resolutions to an EGM last month at which six directors were removed from the board.
Replacement
In three other resolutions he had proposed their replacement by himself and two others, Paul Johnson and Gervaise Heddle. Following the removal of six of the directors, it was Mr O'Sullivan's case that the chairman, Prof Richard Conroy, had declared the resolutions nominating Mr O'Sullivan and his two nominees to the board as invalid and abruptly called an end to the EGM.
Mr O’Sullivan claimed Prof Conroy was not entitled to deem the resolutions invalid and alleged the chairman had conducted the meeting in a fashion oppressive to his [Mr O’Sullivan’s] interests.
Brian O’Moore SC, who appeared with barrister John Lavelle and solicitors William Fry for Conroy Gold, had told Mr Justice Barrett that the company considered the appointments to be invalid in that no prior notification had been provided.
Mr Lavelle asked the judge on Tuesday to adjourn the matter into the new law term for the consideration of costs which were being sought by the company.
