The Ward and Anderson families have been involved in the cinema business in Ireland for over sixty years. Several of the families’ principal cinema assets were operated through a jointly–owned company, Dublin Cinema Group Ltd (DCG). Following a number of disagreements over the years, including the bringing of a derivative action for alleged beach of fiduciary duty against one of the company directors, a petition to wind up the company was brought before the Commercial Court in January 2013.
On the first day of the hearing, Judge Peter Charleton notified the parties that he had spoken to a mediator who was prepared to engage with them to seek an agreement that day. Both sides agreed to the mediation, which ultimately proved unsuccessful, and the court hearing proceeded the following day. During the course of the hearing, the Court was informed that relations between the families had completely broken down; there was deadlock at board level; the company was solvent and any liquidation ordered would be a solvent liquidation; and any liquidator appointed by the Court could pursue the derivative action if he thought it proper to do so.
Judge Charleton gave a very broad preliminary ruling that the Court was entitled under section 216 of the Companies Act 1963 to make (i) an order granting the petition; (ii) an order dismissing the petition; or (iii) any other order it considered fit as between the shareholders, provided such order was “fair and just and equitable”. This might include an order that the company be reorganised or an order directing one or other family to leave the management of the company.
The matter was ultimately settled by agreement between the parties.