Irish-registered tech firm seeks to prevent appointment of directors

A technology firm has asked the High Court for an injunction preventing three individuals from carrying out what it claims is an attempt to seize control of the company.

The orders are being sought by Ubiqube (Ireland), which develops software, against parties it alleges have been unlawfully appointed to its board of directors.

It seeks various orders from the High Court, including one preventing three individuals from holding themselves out to be or acting as directors of Ubiqube.

The orders are sought against Jean-Louis Clement and a company he allegedly controls called PIP Holdings Limited. Both are shareholders in Ubiqube.

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The action is also against Declan Merry, of Merlyn Road, Ballsbridge, Dublin 4, and Stephen McClure, of College Park, Dublin 6W, who, it is claimed, are allied to the other defendants and have purportedly been appointed to its board.

The Dublin-registered company, which is a software venture that operates in the IT networks, security, datacentre and icloud industry, claims Mr Clement does not wish to facilitate Ubiqube’s further growth and wants to monetise his shareholding by forcing a fire sale of the firm.

Ubiqube’s board has resisted that as it does not believe the company should be sold at a low valuation when it has only recently become profitable and is still relatively early in its growth cycle.

It is claimed that PIP Holdings, which owns approximately 16 per cent of the shares, has attempted “to mount a hostile takeover” of Ubiqube by appointing Mr Merry, Mr McClure and Mr Clement as directors of the firm.

Ubique claims the purposed resolution used by PIP is unlawful for various reasons and is in breach of the 2014 Companies Act.

The company claims no evidence has been produced to demonstrate that the purported resolution was signed by more than 50 per cent of the vote-holding shareholders.

At the High Court on Wednesday, barrister Brian Conroy, for Ubiqube, told Mr Justice Brian O’Moore that the injunction was needed to remove serious confusion and bring certainty to the business.

Counsel said that one significant shareholder in the company has confirmed that it has no record of receiving a copy of the resolution to appoint the three persons as directors of Ubiqube.

The judge said he was satisfied to give the company permission, while only it was represented in court, to serve short notice of the injunction application on the defendants.

The judge added that he was also satisfied to allow the plaintiff to formally serve the proceedings on two of the defendants.

This order was required as Mr Clement, who is based in Toronto, Canada, and PIP, which is located in Hong Kong, are outside of the jurisdiction.