A dispute involving a minority shareholder and the directors of a company that has significant stakes in commercial property at Dublin Citywest Campus, has been admitted to the fast-track Commercial Court list.
The action has been brought in respect of Oviedo Ltd, whose business includes the management of substantial commercial and residential property development at the Citywest.
Swiss-registered Fulman Holdings SARL which owns 33.6% of Oviedo, claims that the board of Oviedo have been acting in an oppressive manner and in disregard of its shareholders’ rights and interests.
It claims that non-cash assets, business and some 30 subsidiary firms of DHP were transferred to the related Oviedo Ltd in December 2020. It claims that the board members of the two companies are the same persons.
Shares in Sugar Club
The assets include shares in the Sugar Club in Dublin, commercial properties in Citywest, and a 40-acre site in Co Meath.
The transfer, it is claimed put valued Oviedo's business and assets at approximately €39m. However, Fulman claims that the true value is far higher.
It claims that its efforts to obtain comprehensive information about Oviedo's business and assets have been continuously rebuffed by the board.
It claims that it even made a €80 million bid for Oviedo's business and assets with a view to procuring the information it seeks.
Fulman also claims that it is concerned by the Oviedo board's proposals to sell the firm's assets.
As a result, it has brought proceedings under Section 212 of the 2014 Companies Act, alleging that its interests are being suppressed.
Complex proceedings
In what are complex proceedings Fulman seeks various orders and declarations from the court including a declaration that the affairs of the company are conducted in a manner oppressive to Fulman.
Fulman also seeks an order directing the board of to make certain information and expert advice about its assets available to the members before any of the assets are sold.
This information would include whether the maximum value is being obtained by the sale of the business as a going concern or by the sale of assets on a break-up basis.
If necessary Fulman also seeks an order directing the respondents to transfer their shareholding to the applicant on such terms and conditions that the court may direct.
The matter came before Mr Justice David Barniville during Monday's sitting of the court. The judge said he was satisfied to admit the dispute to the list.
The Judge was told that there was consent between the parties for the matter to be entered into the list.
There were issues between the parties on the making of directions in the case.
After considering submissions from the various sides, the judge adjourned the case to a date next month.
