The Court found in favour of the Plaintiff in all issues, holding that: the Plaintiff’s ordinary shares and special share carry not less than 51% of the votes cast on any resolution put before a general meeting of the company; the limit of nine directors on the company’s Board may be increased by ordinary resolution of the company; the shareholders have an inherent power to appoint directors which had not been displaced by either the articles of association or shareholder agreement; the Plaintiff was entitled to exercise the minimum 51% voting rights at a general meeting of the company for the purpose of increasing the number of directors on the Board and to appoint directors to it. Each of the issues was not only thoroughly analysed by the solicitors, as evidenced by the solicitors’ attendance notes and correspondence with Client and Counsel, but regard must also be had to the Plaintiff’s view that it was of great importance from the perspective of the prosperity of the company that issues concerning its future governance be resolved as a matter of some urgency. This was considered to be particularly so given the company’s very large annual turnover and large number of employees. It is quite clear that the matter was properly pursued at all times with a degree of urgency. While, at an early stage, prior to the initiation of the proceedings, Counsel had expressed the view that the procedure to be adopted was straightforward, this cannot reasonably be conflated with the Defendants’ inferred proposition that the work undertaken was straightforward. Indeed, I note that, on behalf of the Defendants it has been acknowledged that issues of some complexity did arise for determination in this case. While the Plaintiff’s solicitors properly relied on both Senior and Junior Counsel in terms of advocacy and, in particular in the drafting of two sets of legal submissions, this cannot be reasonably considered to have been in any way unusual. It is the norm. What is clear from my consideration of the papers is that the two solicitors concerned carefully took the fullest instructions possible from the Client, considered all relevant documentation and in the course of instructing Counsel and at all times thereafter researched and outlined their own views in relation to the issues. There was no overreliance on Counsel as is implied, rather there was a mutually beneficial exchange of thoughts between solicitors and barristers. The solicitors bore the responsibility of briefing Counsel to the fullest possible extent and to engage with them in that regard. The work required painstaking attention to detail and again this is evident in the correspondence and attendance notes on file.
The Court found in favour of the Plaintiff in all issues, holding that: the Plaintiff’s ordinary shares and special share carry not less than 51% of the votes cast on any resolution put before a general meeting of the company; the limit of nine directors on the company’s Board may be increased by ordinary resolution of the company; the shareholders have an inherent power to appoint directors which had not been displaced by either the articles of association or shareholder agreement; the Plaintiff was entitled to exercise the minimum 51% voting rights at a general meeting of the company for the purpose of increasing the number of directors on the Board and to appoint directors to it. Each of the issues was not only thoroughly analysed by the solicitors, as evidenced by the solicitors’ attendance notes and correspondence with Client and Counsel, but regard must also be had to the Plaintiff’s view that it was of great importance from the perspective of the prosperity of the company that issues concerning its future governance be resolved as a matter of some urgency. This was considered to be particularly so given the company’s very large annual turnover and large number of employees. It is quite clear that the matter was properly pursued at all times with a degree of urgency. While, at an early stage, prior to the initiation of the proceedings, Counsel had expressed the view that the procedure to be adopted was straightforward, this cannot reasonably be conflated with the Defendants’ inferred proposition that the work undertaken was straightforward. Indeed, I note that, on behalf of the Defendants it has been acknowledged that issues of some complexity did arise for determination in this case. While the Plaintiff’s solicitors properly relied on both Senior and Junior Counsel in terms of advocacy and, in particular in the drafting of two sets of legal submissions, this cannot be reasonably considered to have been in any way unusual. It is the norm. What is clear from my consideration of the papers is that the two solicitors concerned carefully took the fullest instructions possible from the Client, considered all relevant documentation and in the course of instructing Counsel and at all times thereafter researched and outlined their own views in relation to the issues. There was no overreliance on Counsel as is implied, rather there was a mutually beneficial exchange of thoughts between solicitors and barristers. The solicitors bore the responsibility of briefing Counsel to the fullest possible extent and to engage with them in that regard. The work required painstaking attention to detail and again this is evident in the correspondence and attendance notes on file.
%5B2018%5D%20IELCA%204%20-%20Hayes%20v%20Kelleher%20%26%20Ors..docx