Confirmation
Companies Act
Confirmation of proposals
541. (1) The report of the examiner under section 534 shall be set down for consideration by the court as soon as may be after receipt of the report by the court.
(2) The following persons may appear and be heard at a hearing under subsection (1):
(a) the company concerned;
(b) the examiner;
(c) any creditor or member whose claim or interest would be impaired if the proposals were implemented;
(d) the directors of the company;
(e) if the company concerned is a company referred to in section 510 (2), (3) or (4) — the Central Bank.
(3) At a hearing under subsection (1), the court may, as it thinks proper, subject to the provisions of this section and sections 542 and 543 —
(a) confirm,
(b) confirm subject to modifications, or
(c) refuse to confirm,
the proposals for the compromise or arrangement concerned (referred to subsequently in this section as “proposals”).
(4) The court shall not confirm any proposals unless—
(a) at least one class of creditors whose interests or claims would be impaired by implementation of the proposals has accepted the proposals, and
(b) the court is satisfied that—
(i) the proposals are fair and equitable in relation to any class of members or creditors that has not accepted the proposals and whose interests or claims would be impaired by implementation, and
(ii) the proposals are not unfairly prejudicial to the interests of any interested party,
and in any case shall not confirm any proposals if the sole or primary purpose of them is the avoidance of payment of tax due.
(5) Without prejudice to subsection (4), the court shall not confirm any proposals in respect of a company to which an examiner has been appointed under section 517 if the proposals would have the effect of impairing the interests of the creditors of the company in such a manner as to unfairly favour the interests of the creditors or members of any company to which it is related, being a company to which that examiner has been appointed examiner under section 509 or, as the case may be, 517.
(6) Where the court confirms proposals (with or without modification), the proposals shall be binding on all the members or class or classes of members, as the case may be, affected by the proposal and also on the company.
(7) Where the court confirms proposals (with or without modification), the proposals shall, notwithstanding any other enactment, be binding on all the creditors or the class or classes of creditors, as the case may be, affected by the proposals in respect of any claim or claims against the company and any person other than the company who, under any enactment, rule of law or otherwise, is liable for all or any part of the debts of the company.
Supplemental provisions in relation to section 541
542. (1) Any amendments of the constitution of the company concerned which are specified in the relevant proposals shall, after confirmation of the proposals by the court under section 541 and notwithstanding any other provisions of this Act, take effect from a date fixed by the court.
(2) Where the court confirms proposals under section 541 it may make such orders for the implementation of its decision as it deems fit.
(3) A compromise or scheme of arrangement, proposals for which have been confirmed under section 541 , shall come into effect from a date fixed by the court, which date (unless the court deems it appropriate to fix a later one) shall be a date falling no later than 21 days after the date of the proposals’ confirmation.
(4) On the confirmation of proposals, a certified copy of any order made by the court under section 541 shall be delivered by the examiner, or by such person as the court may direct, to the Registrar.
(5) Where—
(a) the court refuses to confirm proposals under section 541 , or
(b) the report of an examiner under section 534 concludes that, following the required meetings of creditors of a company under this Part, it has not been possible to reach agreement on a compromise or scheme of arrangement,
the court may, if it considers it just and equitable to do so, make an order for the winding up of the company, or any other order as it deems fit.
(6) Notwithstanding—
(a) subsection (4), or any other provision of this Part, nothing in this Part shall prevent the examiner from including in a report under section 534 proposals which will not involve the impairment of the interests of members or creditors of the company nor the court from confirming any such proposals, or
(b) any foregoing provision of this Part or any provision of Part 3 , nothing in this Part or Part 3 shall prevent the examiner from including in a report under section 534 proposals which provide for a reduction of the company’s company capital nor, subject to subsection (7), the court from confirming any such proposals.
(7) If the extent of the reduction of the company’s company capital provided for in the proposals as referred to in subsection (6)(b) would, in the opinion of the court, and having regard to—
(a) the scale and nature of the business that the company carries on, and
(b) the likely liabilities it will incur on an on-going basis after the period of protection has expired,
result in the company’s having an amount of company capital that is manifestly inadequate, the court shall not confirm the proposals or, where appropriate, shall confirm the proposals subject to a modification that a lower level of reduction, as determined by the court, of the company’s company capital shall have effect under the compromise or scheme of arrangement.
(8) References in section 541 or any other provision of this Part to acceptance by a class of creditors or members of proposals are references to the proposals’ acceptance at the relevant meeting held under section 540 , that is to say acceptance signified by a resolution passed, at that meeting, by the requisite majority referred to in (in the case of creditors) section 540 (4) or (in the case of members) section 191 (1).
Objection to confirmation by court of proposals
543. (1) At a hearing under section 541 in relation to proposals referred to in that section, a member or creditor whose interest or claim would be impaired by the proposals may object in particular to their confirmation by the court on any of the following grounds—
(a) that there was some material irregularity at or in relation to a meeting to which section 540 applies;
(b) that acceptance of the proposals by the meeting was obtained by improper means;
(c) that the proposals were put forward for an improper purpose;
(d) that the proposals unfairly prejudice the interests of the objector.
(2) Any person who voted to accept the proposals referred to in section 541 may not object to their confirmation by the court except on the grounds—
(a) that such acceptance was obtained by improper means; or
(b) that after voting to accept the proposals the person became aware that the proposals were put forward for an improper purpose.
(3) Where the court upholds an objection under this section, the court may make such order as it deems fit, including an order that the decision of any meeting be set aside and an order that any meeting be reconvened.
CHAPTER 5
Conclusion of examinership
Cessation of protection of company and termination of appointment of examiner
552. (1) Subject to the provisions of that section, the protection granted by virtue of section 520 to a company shall cease—
(a) on the coming into effect of a compromise or scheme of arrangement under this Part in relation to the company; or
(b) on such earlier date as the court may direct.
(2) Where a company ceases to be under the protection of the court, the appointment of the examiner shall terminate on the date of such cessation.
Revocation
553. (1) The company or any interested party may, within 180 days after the date of confirmation by the court, under section 541 , of the proposals in relation to the company, apply to the court for revocation of that confirmation on the grounds that it was procured by fraud.
(2) On such an application, the court, if satisfied that that confirmation was procured by fraud, may revoke the confirmation on such terms and conditions, particularly with regard to the protection of the rights of parties acquiring interests or property in good faith and for value in reliance on that confirmation, as it deems fit.
(3) As soon as practicable after the revocation under this section of such a confirmation, a certified copy of the order made by the court shall be delivered to—
(a) the Registrar;
(b) if the company to which the order relates is a company referred to in section 510 (2), (3) or (4) — the Central Bank;
(c) irrespective of whether it constitutes any of the foregoing kinds of company — the Director of Corporate Enforcement,
by such person as the court may direct.
Publicity
555. (1) An examiner or, where appropriate, such other person as the court may direct, shall, within 14 days after the date of delivery to the Registrar of every order made under section 533 , 541 or 553 , cause to be published in the CRO Gazette notice of such delivery.
(2) Where a person fails to comply with this section, that person and, where that person is a company, the company and any officer of it who is in default, shall be guilty of a category 4 offence.
Hearing of proceedings otherwise than in public
556. The whole or part of any proceedings under this Part may be heard otherwise than in public if the court, in the interests of justice, considers that the interests of the company concerned or of its creditors as a whole so require.
The text in italics on this page is sourced from the Irish Statute Book and is re-published under the Licence for Re-Use of Public Sector Information made pursuant to Directive 2003/98/EC Directive 2013/37/EU of the European Parliament and of the Council on the re-use of public sector information transposed into Irish law by the European Communities (Re-Use of Public Sector Information) Regulations 2005 to 2015.