# C_2015138EN.01003102.xml

| 27.4.2015 | EN | Official Journal of the European Union | C 138/31 |
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27.4.2015

EN

Official Journal of the European Union

C 138/31

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Reference for a preliminary ruling from High Court of Ireland (Ireland) made on 2 February 2015 — Gerard Dowling, Padraig McManus, Piotr Skoczylas, Scotchstone Capital Fund Limited v Minister for Finance

(Case C-41/15)

(2015/C 138/43)

Language of the case: English

Referring court

Referring court

High Court of Ireland

Parties to the main proceedings

Parties to the main proceedings

Applicants: Gerard Dowling, Padraig McManus, Piotr Skoczylas, Scotchstone Capital Fund Limited

Applicants:

Defendant: Minister for Finance

Defendant:

Questions referred

Questions referred

| 1. | Does the Second Company Law Directive (1) preclude in all circumstances, including the circumstances of this case, the making of a Direction Order pursuant to section 9 of the Credit Institutions (Stabilisation) Act, 2010, on foot of the opinion of the Minister that it is necessary, where such an order has the effect of increasing a company's capital without the consent of the general meeting; allotting new shares without offering them on a pre-emptive basis to existing shareholders, without the consent of the general meeting; lowering the nominal value of the company's shares without the consent of the general meeting and, to that end, altering the company's memorandum and articles of association without the consent of the general meeting? |
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1.

Does the Second Company Law Directive (1) preclude in all circumstances, including the circumstances of this case, the making of a Direction Order pursuant to section 9 of the Credit Institutions (Stabilisation) Act, 2010, on foot of the opinion of the Minister that it is necessary, where such an order has the effect of increasing a company's capital without the consent of the general meeting; allotting new shares without offering them on a pre-emptive basis to existing shareholders, without the consent of the general meeting; lowering the nominal value of the company's shares without the consent of the general meeting and, to that end, altering the company's memorandum and articles of association without the consent of the general meeting?

1

| 2. | Was the Direction Order made by the High Court pursuant to section 9 of the Credit Institutions (Stabilisation) Act 2010 in relation to Irish Life and Permanent Group Holdings plc and Irish Life and Permanent plc in breach of European Union Law? |
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2.

Was the Direction Order made by the High Court pursuant to section 9 of the Credit Institutions (Stabilisation) Act 2010 in relation to Irish Life and Permanent Group Holdings plc and Irish Life and Permanent plc in breach of European Union Law?

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(1)  Second Council Directive 77/91/EEC of 13 December 1976 on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 58 of the Treaty, in respect of the formation of public limited liability companies and the maintenance and alteration of their capital, with a view to making such safeguards equivalent

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OJ L 26, p. 1

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