The issue of how causation can be established has been one significant debate in Australian securities class actions involving alleged breaches of the Corporations Act by corporations. It has been unresolved whether shareholders must prove individual reliance on the contravening conduct of companies, or if the conduct affects the market price of shares purchased and/or sold by shareholders is sufficient.
The High Court (Binchy J), has recently made restriction orders in respect of directors in two separate applications before it.
In Murphy -v- O'Flynn & anor [2016] IEHC 197 a liquidator sought an order from the Court restricting William and Deirdre O’Flynn from acting as directors pursuant to Section 150 of the Companies Act 1990.
Applicable Law
Freeman V Bank of Scotland plc, Simon Davidson and Lloyd Daly & Associates Ltd [2016] IESC 14
This Supreme Court decision is as a result of an appeal from a judgment of McGovern J in the High Court which was delivered on 29th May 2014.
Background
In Delaney v AIB [2016] IECA 5, Court of Appeal, Peart J, 28 January 2016 the Court of Appeal held that a bank had no duty of care to advise customers on the wisdom of a commercial transaction.
Facts
Section 440D imposes a stay on “proceedings in a court” against a company whilst it is in administration under Part 5.3A of the Corporations Act. It is well established that the term “proceedings in a court” does not include an arbitration proceeding: see Larkden Pty Limited v Lloyd Energy Systems Pty Limited [2011] NSWSC 1305 at [42] (Hammerschlag J). Notwithstanding this, can the Court use its general power to make orders under s447A to extend the reach of s440D in order to impose a stay on an arbitration against a company in administration?
In McCann -v- Halpin & anor [2016] IESC 11, the receiver applied to the High Court for directions pursuant to Section 316(1) of the Companies Act 1963, in relation to the exercise of his powers as receiver over the property and assets of Elektron and Crossplan (the Companies). The appeal before the Supreme Court dealt with one issue - whether the receiver was validly appointed.
Facts
In Farrell & Kelly v Petrosyan & Ors (linked to McLoughlin & anor v ACC Loan Management Ltd), High Court, O'Connor J, 2 March 2016 the High Court considered an application for possession on behalf of receivers appointed by ACC Loan Management Limited (ACC). One of the issues before the court was whether the receivers had authority to act in the proceedings in view of their deeds of appointment by ACC.
Director of Corporate Enforcement -v- Walsh & ors [2016] IECA 2 concerned an appeal by the Director of Corporate Enforcement (the Director) against a decision of Barrett J declining to make a disqualification or restriction order against three directors.
In Cahill -v- O'Brien & anor [2015] IEHC 817, the Court considered an application for the restriction of two directors pursuant to Section 150 of the Companies Act, 1990 together with an application extending the time for the making of the application.
Facts