Post by Dr Tom Courtney

The latest Bloomsbury Professional Company Law Update (April 2026) is now on my website https://lnkd.in/eB6Y2AhZ In the June 2026 update I summarise a number of important company law decisions in Ireland and the UK. The first case noted is that of our Supreme Court in 𝐒𝐰𝐞𝐞𝐧𝐞𝐲 & 𝐓𝐡𝐞 𝐋𝐢𝐦𝐞𝐫𝐢𝐜𝐤 𝐏𝐫𝐢𝐯𝐚𝐭𝐞 𝐋𝐢𝐦𝐢𝐭𝐞𝐝 𝐯 𝐕𝐇𝐈 [2026] IESC 32 where the Supreme Court provided definitive guidance on the circumstances in which a delay in bringing a motion for security for costs will be a special circumstance which justify the refusal of the application, even though the plaintiff company is insolvent and even though the defendant has a prima facie defence to the claim. The second decision noted is that of the UK’s Court of Appeal in 𝐒𝐨𝐧𝐠 𝐚𝐧𝐝 𝐙𝐡𝐚𝐨 𝐯 𝐒𝐦𝐢𝐭𝐡 𝐚𝐧𝐝 𝐨𝐫𝐬 [2026] EWCA Civ 719 where the court reversed the High Court in finding that the rule against profit by fiduciaries was a strict rule, applying the recent UK Supreme Court decision in 𝐑𝐞𝐜𝐨𝐯𝐞𝐫𝐲 𝐏𝐚𝐫𝐭𝐧𝐞𝐫𝐬 𝐆𝐏 𝐋𝐭𝐝 𝐯 𝐑𝐮𝐤𝐡𝐚𝐝𝐳𝐞 [2025] UKSC 10. The important decision of the Federal Court of Australia in 𝐀𝐮𝐬𝐭𝐫𝐚𝐥𝐢𝐚𝐧 𝐒𝐞𝐜𝐮𝐫𝐢𝐭𝐢𝐞𝐬 𝐚𝐧𝐝 𝐈𝐧𝐯𝐞𝐬𝐭𝐦𝐞𝐧𝐭𝐬 𝐂𝐨𝐦𝐦𝐢𝐬𝐬𝐢𝐨𝐧 𝐯 𝐁𝐞𝐤𝐢𝐞𝐫 [2026] FCA 196 in which the duties of executive and non-executive directors were explored as was the ability of non-executives to rely on the executives to discharge ordinary managerial matters. Two decisions of the High Court, both given by Sanfey J are also noted: 𝐑𝐞 𝐃𝐚𝐥𝐚𝐭𝐚 𝐇𝐨𝐭𝐞𝐥 𝐆𝐫𝐨𝐮𝐩 𝐩𝐥𝐜 [2025] IEHC 768 (which concerns the sanctioning of a scheme and the application of the established criteria) and  𝐑𝐞 𝐏𝐞𝐫𝐦𝐚𝐧𝐞𝐧𝐭 𝐓𝐒𝐁 𝐆𝐫𝐨𝐮𝐩 𝐇𝐨𝐥𝐝𝐢𝐧𝐠𝐬 𝐏𝐋𝐂2026] IEHC 317 (where it was determined that ordinarily an Irish court would not confirm appropriate class composition at the convening stage since it was obliged to do this at the sanctioning stage and that in this respect Irish law differed in practice from that in the UK). Two other really interesting Irish High Court decisions to consider company law topics are also considered: the decision of Dunne J in 𝐂𝐨𝐧𝐬𝐨𝐫𝐭𝐢𝐨 𝐋𝐭𝐝 𝐯 𝐋𝐲𝐧𝐜𝐡 & 𝐋𝐲𝐧𝐜𝐡 [2026] IEHC 336 in which a claim that the directors of an owners’ management company were liable for that company’s default and that the members of an OMC could sue the directors for breach of duty were both rejected; and finally the decision of Oisín Quinn J in 𝐑𝐞 𝐃𝐨𝐧𝐧𝐚 𝐋𝐞𝐝𝐰𝐢𝐠𝐞 𝐆𝐨𝐥𝐝𝐢𝐧𝐠𝐬 𝐋𝐢𝐦𝐢𝐭𝐞𝐝; 𝐃𝐨𝐲𝐥𝐞 𝐯 𝐋𝐞𝐝𝐰𝐢𝐝𝐠𝐞 & 𝐋𝐞𝐝𝐰𝐢𝐝𝐠𝐞 𝐇𝐨𝐥𝐝𝐢𝐧𝐠𝐬 𝐋𝐭𝐝 [2026] IEHC 329 in which it has been made clear that proceedings for rectification of a company’s register of members under s 173 of the Companies Act 2014 will not be appropriate where the title is disputed and plenary proceedings are in being to determine the applicant’s rights.