High Court grants judicial separation and orders financial provision for children and business assets.

APPROVED

REDACTED

THE HIGH COURT

FAMILY LAW

[2026] IEHC 108

Record No. 2024/17M

IN THE MATTER OF THE JUDICIAL SEPARATION AND FAMILY LAW REFORM ACT, 1989 AND IN THE MATTER OF THE FAMILY LAW ACT, 1995

BETWEEN:

A.B.

Applicant

AND

C.B

Respondent

Judgment of Ms. Justice Nuala Jackson delivered on the 6th February 2026.

INTRODUCTION

1. This is an application for a Decree of Judicial Separation pursuant to the Judicial Separation and Family Law Reform Act, 1989 (“the 1989 Act”) together with financial ancillary reliefs pursuant to the Family Law Act, 1995 (“the 1995 Act”). The 1989 Act, at section 2, provides a number of grounds upon which a Decree of Judicial Separation may be granted. In this instance, I will grant such Decree pursuant to section 2(1)(f) of the 1989 Act on the ground that no normal marital relationship has existed between the parties for in excess of one year immediately preceding the date of this application. I will set out the factual basis for this below.

2. There are dependent children in the current instance. Section 3(2) of the 1989 Act is therefore engaged. This section provides:

“(a) Where there are, in respect of the spouses concerned, any dependent children of the family, the court shall not grant a decree of judicial separation unless the court—

(i) is satisfied that such provision has been made, or

(ii) intends by order upon the granting of the decree to make such provision, for the welfare of those children as is proper in the circumstances.

(b) In this subsection— “dependent children of the family” has the same meaning as it has for the purposes of Part II of this Act;

“welfare” comprises the religious and moral, intellectual, physical and social welfare of the children concerned.”

3. The 1995 Act provides, in section 16(1), that:

“In deciding whether to make an order under section 7 , 8 , 9 , 10 (1) (a), 11 , 12 ,

13 , 14 , 18 or 25 and in determining the provisions of such an order, the court shall endeavour to ensure that such provision is made for each spouse concerned and for any dependent member of the family concerned as is adequate and reasonable having regard to all the circumstances of the case.”

4. I must therefore make provision by way of ancillary relief such as is proper, having regard to the welfare of the dependent children, and also, where the ancillary reliefs enumerated in section 16(1) of the 1995 Act referred to above are sought, I must make proper provision for each of the spouses and for the dependent children concerning such reliefs as is proper in the circumstances. While I must have regard to “all the circumstances of the case”, I am assisted in this task by the very comprehensive list of specific matters referenced in section 16(2) of the 1995 Act.

ANCILLARY RELIEF ORDERS

5. In this context, I have determined to make the following ancillary relief orders:

(a) The income from Company B to be retained by the Applicant for the support of the children during the dependency of any of them;

(b) Upon cessation of dependency, the income from Company B to be divided equally between the parties. At the Applicant’s option, the company may be sold at that time and the sale proceeds from it divided equally between the parties.

(c) An Order pursuant to section 8 of the 1995 Act that the Respondent should pay maintenance in the sum of €300 per month per child (€900 per month) but this should only commence upon receipt by him of his share of the proceeds of sale of the business.

These sums to be paid by him directly to the children.

(d) A Declaration pursuant to section 10(1)(b) and section 36 of the 1995 Act that the combined shareholdings of the parties in Company D (including the shareholding held by Company B), whether held directly or indirectly by the parties, are beneficially held by the parties as to 50% each;

(e) A Declaration pursuant to section 10(1)(b) and section 36 of the 1995 Act that the shareholding of the Applicant in Company B is beneficially held by the parties as to 50% each;

(f) An Order pursuant to section 15 of the 1995 Act that the parties’ combined total shareholding (whether held directly or indirectly) in Company D to be sold in the most efficacious manner and the net proceeds divided equally between them (on the basis that lump sum payments will consequently be received by them both) subject to the following conditions:

(i) both parties shall fully co-operate in progressing and facilitating a sale of this basis and shall not act in any manner which serves to disadvantage the company, disrupt the progression and/or completion of the sale or diminish the value of the shareholding.

Liberty to apply and re-enter on 48 hours’ notice in this regard.

(ii) a facilitator/observer on the Board of Directors to be agreed between the parties (the Court will nominate in default of agreement) to be appointed to report upon any proposed sale in the event of disagreement between the parties. The cost of such facilitator/observer to be borne equally by the parties.

(g) The property adjustment order application together with relief pursuant to section 9(5)

of the 1995 Act (signature of sale documents by Principal Registrar) to be adjourned with liberty to re-enter;

(h) The Applicant to be responsible for the repayment to the estate of her mother of the loan advanced to her and used in the acquisition of shares in Company D.

(i) Investment Fund funds to be divided equally between the parties

(j) Mutual Orders pursuant to section 14 and 15A (10) of the 1995 Act.

(k) Liberty to apply

(l) Liberty to re-enter

I will hear from the parties in respect of any matters arising and costs at a date convenient to Counsel.

FACTUAL BACKGROUND

6. The parties were married in 2004, having been in a relationship for a short number of years prior to this. There are three children of the marriage all of whom remain dependent but who have attained their majorities.1 While this case took a number of days at hearing, it is fair to say that at the conclusion of it, there is a very considerable degree of agreement between the parties at what might be described as a high level and the issues which I have had to determine are relatively confined. However, there is considerable factual controversy and significant acrimony between the parties. I have made determinations in respect of such matters of controversy which I consider to be relevant and pertinent to the matters which I must decide.

7. Both of the parties are people with considerable and very particular professional and business experience, expertise and success. Despite this, indeed perhaps because of it, there have been disagreements between them in recent years as to the most astute road of travel going forward. Much of the acrimony involved complaints about the occupational behaviour of each of them. On one level, it is arguable that this has little to do with the issues which normally arise for consideration in matrimonial litigation.

It was indicated in the Respondent’s submissions that one of the children was not currently in education. Upon review of my notes, I understood that all of the children were in or proceeding to third level education. There is no doubt that the separation of the parents has taken a significant toll on the children, some more than others. In

this context, there may be some transition/recalibration in train. I am addressing this matter on the basis that all

three remain dependent as the clear evidence before me was that this was the path of travel. Counsel may address me on this point if required.

However, these issues and allegations and counter-allegations are fundamental to the principal issue which I have been asked to address namely the manner in which the disposal of a shareholding in a company is to be progressed.

8. There is no owned family home in this case. Both parties are in rental accommodation.

The children reside with the Applicant but the evidence of the Respondent in the last tranche of hearing indicated positivity in terms of his relationships with the children going forward. The assets are confined save and except for a valuable shareholding in one company (Company D) and a less valuable shareholding in another (Company B)

(albeit that the latter yields an income). A third company (Company A), which had yielded an income until very recently, went into decline in recent times due to the loss of an important client and, in this context, was likely to be or had been liquidated.

Neither party attributed value to this company.2 The family income derives from these companies, whether in the form of repayment of director’s loans or salary/directors’ fees. While the levels of income and who was in receipt of such income had varied over the years and, more particularly, in the recent past, at the current time and in the context of these proceedings, the Applicant is in receipt of a substantial income derived from both companies (together with a modest pension from previous employment)

while the Respondent is in receipt of a modest income from one of the companies. The Applicant contended that inadequate financial provision was previously made for her and the children and that this was at the instigation of the Respondent. She also contended that the Respondent behaved in a financially profligate manner during the period between his dismissal in or about June 2023 (taking effect in October 2023) and October 2024 when he was in receipt of his full income from Company D as an officer of that company and spent large sums on leisure and luxury items. The sums expended cannot be denied but it likewise cannot be denied that this was a particularly stressful period for the Respondent who found his expulsion and separation from the business most difficult. The Respondent was offered an alternative role in the business around the time of the difficulties leading to his dismissal. He determined not to take up that role. The current position is that, in circumstances where both parties are dependent upon rented accommodation, the income disparity and structure has resulted in the Respondent being in constrained financial circumstances in recent times.

An updated D v D schedule was provided to me at the 15 th October 2025 hearing.

HISTORY AND CHRONOLOGY

9. The Respondent is Irish by origin. The Applicant hails from another country. Both parties were educated to third level and enjoyed successful careers before they met.

One of the Applicant’s parents died when she was a young child, and she had an inheritance which allowed her to acquire a residential property. The Applicant’s property investments, derived primarily from her inheritance together with her ongoing income, went through various iterations in the years following, prior to the commencement of the relationship of the parties.

10. The parties met in Country A. The Respondent had a small residential property in that country. The Applicant established a publishing business and the Respondent, having a background in engineering, was endeavouring to establish a software distribution business. The parties acquired a substantial residential property in Country A using their combined resources and with the benefit of a mortgage. The Applicant used her investment funds in the acquisition and the Respondent’s property was sold and also contributed. I accept from the evidence that the initial contribution of the Applicant to the acquisition of the family home in Country A exceeded that of the Respondent although this was a joint endeavour. The Applicant experienced significant challenges in the context of the conception and births of the parties’ children, and, during this time, her business was sold without profit, and, together, the parties were jointly involved in the operation of and in plans for the development and international expansion of the software distribution business. On the evidence which I heard, I concluded that this was a busy and challenging time for them both. In any event, another business opportunity arose for the Respondent and, in pursuance of this, the family moved to reside in Country B in 2011. The family home in Country A was sold, and the family has lived in rented accommodation since that time. The funds from the family home were used for living expenses and business development. The occupational opportunity which brought the parties to Country B was eventually discontinued by the Respondent and the enterprise now encompassed in Company D commenced. There is an income derived from Company B, which is based in Country B. The parties continued to operate the Country A company, Company A, significantly through the use of personnel based in that place. This business would appear to have ceased.

11. The family moved to reside Ireland in 2020.

12. On the evidence before me, it is clear that there have been relationship problems between the parties over many years. There is no doubt that the personal relationship issues have been significantly intertwined with difficulties in the parties’ business relationship. On the evidence before me, I determined that both parties have very considerable talents, through the combined application of which, they have achieved business accomplishment and financial success. Regrettably however, I have concluded that the Respondent was (and remains) reluctant to acknowledge the Applicant’s role and, at least in later times, the Applicant has determined that she wishes to detach from the Respondent, personally and occupationally. I find that these combined problems resulted in a lack of normality in their marital relationship from in or about 2018/2019. Matters might have crystallised earlier if not for the Covid pandemic and challenges of family life which emerged in the years following. I do not believe that there was any significant improvement in the marital relationship over this period, but difficulties were overtaken by other events of family life. These difficulties persisted and the relationship further deteriorated in the years following, resulting in the Applicant obtaining relief against domestic violence, initially on an ex parte basis in September 2023 which order was subsequently continued by consent. The Respondent disputes that he ever acted in a manner such as justified such relief being sought or granted. The parties have lived separate and apart since in or about March 2024. The proceedings issued in February 2024, but I have absolutely no doubt that there had been no normal marital relationship for in excess of one year prior to the date of the institution of proceedings.

13. Lastly but importantly, the parties have three children, all of whom are in the course of third/post-secondary level education. There have been and are some challenges which will have to be embraced but the children appear to be doing well in accordance with their capacities in the varying educational paths which they have chosen to pursue. As they have attained the majorities’, no child arrangement orders are to be made. It is to be hoped that all of the children will succeed in calibrating an appropriate relationship with both of their parents going forward. The commitment of both parents to the wellbeing of the children is without doubt. In so far as the children are concerned, the task which I must address is to ensure that proper financial provision is made for them all for the remainder of their dependency. Fortunately, the resources of the family are such that this is readily achievable.

THE COMPANIES

Company A

14. Company A is a Country A company which was established by the Respondent, with him holding 100% of the shares in it. It has continued to operate over the years, yielding an income. In or about 2012/2013 (on separate dates), arising from tax advice, the shares in Company A and Company B were transferred to a Jersey holding company, Company C, with the Applicant and the Respondent being equal shareholders in the holding company. The holding company was wound up in 2023. The shares in Company B (and Company C) are now held as to 100% by the Applicant. The Applicant’s evidence was that this was on the basis of tax advice in the context of the Respondent’s tax domicile in Ireland. There was some evidential disparity between the parties in relation to events surrounding these companies, their formation, the rationale behind them and the transformations over the years. The Respondent initially took the position that these shareholdings and companies had been used and manipulated by the Applicant for her benefit and for his detriment and that these actions had been done in a furtive and underhand manner. He asserted that he had not been informed of substantial and significant changes in corporate structures. The Applicant disputed this, and her evidence was that changes were transparently carried out and were done for advantageous reasons on the basis of advices received. The Applicant’s version of events was subsequently, for the most part, accepted by the Respondent. At the second tranche of hearing, it appeared that this company had lost a valuable contract and was in consequence, as of in or about July 2025, being liquidated. No value is attributed to it by either party in the D v D schedule. It would also, in consequence, appear that the outstanding director’s loan due to the parties by this company has been lost.

Company B

15. Company B is a Country B registered company, incorporated in 2001 and previously called [REDACTED]. Its value derives from the shares which it holds in Company D (2,175 shares), and it has an income stream from a contract performed by it which it holds with a third-party company. This contract is carried out by the Applicant although both parties had an involvement in the establishment of this business and its operation over the years. The income from this company was used in discharge of family outgoings over the years and such income was received in a tax advantageous manner due to the existence of a director’s loan to that company which was being repaid. In recent times, the Applicant has had the benefit of this. However, this director’s loan has a very modest balance at this time.

Company C

16. The holding company previously held the shares of the parties in Companies A and B.

The parties were joint owners of this company until 2021 when the shares were transferred to the Applicant on tax advice, such advice reflecting what was financially advantageous for the family. It was wound up in 2023 in consequence of which, the shareholdings within it (relating to Companies A and B above) were transferred to the Applicant.

Company D

17. This is a company in the computer technology area. It is common case that the scientific and technological acumen behind it derives from the Respondent who is a person of considerable talent in this regard. It is also clear from the evidence that the Applicant has been involved in this business from the outset. Her roles have been varied over the years including management, marketing and administration. She is currently the CEO of the company. In the early stages, the business of Company D was operated by the Respondent as a sole trader but, in or about 2016, incorporation of a new company for the purposes of this business took place. There was some dispute between the parties as to the circumstances in which incorporation occurred and the share allocation at that time. The Respondent contended that this was done in a secretive and furtive manner by the Applicant, including as to the allocation of a 50% shareholding to herself. I have considered the evidence of both of the parties in this regard and also contemporaneous communications between the parties at the time of such formation. It is my conclusion that the Applicant did inform the Respondent of the steps which she was taking in this regard but that the Respondent, focused on the challenging development and innovation aspects of the product, was not cognisant of this. Since that time, the respective shareholdings of the parties have been altered such that the Respondent holds considerably more shares than the Applicant. The Applicant’s evidence was that pressure was imposed upon her by the Respondent to transfer a portion of her shares to him. I have concluded on the evidence that the Respondent did resent the parties having an equal shareholding and that the alteration was at his instigation, with the Applicant acceding to this with a view to reducing acrimony.

18. It is common case that funds were received from the Applicant’s family member and that these funds were converted into equity. The Affidavits of Means of the Applicant reference a loan from the Applicant’s relative in Schedule 3 thereof and a beneficial ownership in shares in Company D vested in the Applicant’s relative. This would appear to be double accounting. The D v D schedule, which was agreed, references this as “Loan re Company D shares”. Having regard to this schedule, to real evidence adduced and to the evidence of the parties, I conclude that a loan was advanced to the Applicant, and she utilised this in the acquisition of shares in Company D. The Respondent would appear to view this advance made by the Applicant’s family member as a form of advance inheritance. Whether or not it was ever intended that these monies would be paid back, it is clear that monies were advanced, they were then provided by the Applicant for the benefit of the company and, in or about 2019, converted into shares in order to improve the debt profile of the company. Clearly, this was a significant and most advantageous contribution made by the Applicant to the company and its progression.

19. In consequence of the foregoing, the parties’ shareholdings in Company D are held both directly and indirectly. The Applicant holds a 21.83% shareholding (34,018 shares)

(inclusive of the shares referred to above being equity acquired through a loan to the Applicant by a relative). Her total shareholding is approximately 34,0183 shares. The Respondent holds 44.12% (approximately 68,750 shares). The parties indirectly hold 1.4% of the shares (2,175 shares) through Company B. The balance of the shares are held by family members, other third-party shareholders and tax incentive scheme shareholders. As is evident, the Respondent holds by far the largest shareholding and the parties together are majority shareholders in this company, holding a total of 65.95% of the shares, 67.35% inclusive of the shares held by Company B. This company is now very valuable, and it has been agreed by the parties and by the Board of Directors of the business that the process of selling it should be commenced.

20. I have concluded unreservedly that both parties were very involved in the development of this business. Both have made significant contributions to it. I do not in any manner

I have been provided with varying numbers in respect of shares held and consequent percentages. I do not consider that anything material turns on this given my conclusion that all shares, whether held directly or indirectly by the parties, should be sold and divided equally between them.

wish to diminish the huge innovative and product development role of the Respondent, but I find that he sees this as the over-arching and fundamental contribution and, in so doing, diminishes to the point of denigration, the role of others and in particular of the Applicant. Many an impressive and technologically novel concept does not achieve success due to lack of business structure and discipline surrounding it and the Applicant, with others, provided this structure and discipline. On the evidence before me, it is clear that she was hugely committed to the project and has worked hard to support the creation of the Respondent come to successful financial fruition, including by way of monetary investment. I heard much evidence about the path to success which, as with the vast majority of businesses, has not been without its challenges. It is clear that the parties’ shareholding was reduced (although not significantly) through third party investment (and in this regard friends and family of the parties have been supportive). It is clear from the evidence that the Respondent was most disquieted by the suggestion of an equal ownership entitlement of the parties and this became a source of dissension between them. I find the Respondent’s attitude in this regard to have been unreasonable and unfair to the Applicant who, it appears to me, was enormously supportive of the business from the time of its inception. In addition, it is clear that she was carrying out substantial family care responsibilities within the home throughout this time also.

ISSUES FOR DETERMINATION

21. While there was some time occupied at hearing determining the precise positions of the parties and, in particular, that of the Respondent, at the conclusion and in the context of submissions it is agreed that the shareholdings in the valuable company should be sold (in the context of an overall sale of that company, the Board of the company having agreed to put it up for sale at a meeting in September 2025) and the proceeds should be divided equally between the parties, subject to a difference of opinion in relation to the treatment of shares held by the Applicant and derived from a loan advanced to her by a family member. The issues for me to determine are:

(a) The manner in which the shareholding in Company D Limited should be sold and

(b) the division of the proceeds of sale as between the parties.

22. The Applicant contends that the Respondent has been obstructive and destructive and that his behaviours have been detrimental to the well-being of the business and that, in circumstances in which the board of directors of the company has determined that it should be sold, the Respondent’s shareholding should be transferred to her by way of property transfer order such that he would not have any decision making role or, more importantly, veto on the sale of the company, and that she would then transfer to him, subsequent to the sale, his share of the proceeds of sale. She contends that this share should be 50%, excluding the shares attributable to the family loan, with the proceeds of sale of such equity being retained by her, additional to the 50% in the balance of the combined shareholding.

23. The Respondent contends that these funds advanced were, in essence, a form of advance inheritance which the Applicant contributed to the business and that, while he accepts that the overall shareholding of the family (Applicant and Respondent, direct or indirect) should be divided equally, he does not accept that what the Applicant receives in the context of disposal should exceed what he would receive by adding on the loan equity shareholding. He so contends in circumstances in which the Applicant, in order to achieve a one-half share of such proceeds of sale, is already benefitting from a transfer to her of a portion of which is currently held by the Respondent.

24. In addition, the Respondent’s position is that he was the person who gave to the company its life blood. He is the founder, and the seed and kernel of the business were his brainchild. He contends that, although prepared to sell the company at this point, he does not wish to be excluded from participation and decision-making concerning the sale and he wishes to be actively and completely involved in the analysis and assessment of any offer made in respect of such sale and, if necessary, to delay the sale if a particular offer is not acceptable or satisfactory on his analysis. He indicates that he should be so entitled based upon his role in the formation and origins of the company, his majority shareholding, his wish to protect small shareholder investors and his concern that the Applicant (and other board members) would prefer an early sale and disposal as opposed to the best and most financially rewarding terms of sale.

25. In consequence, a 50:50 division of the value of the shareholding is agreed but there is disagreement as to what this means, how, precisely, this is to be calculated and there is agreement that the company should be sold but disagreement as to the role of the Respondent in such sale.

26. On the valuations before me and the evidence of the forensic accountants for the parties, it is clear that both parties will be amply provided for upon the sale of the company, but it is understandable that both wish such disposal to take place in a manner which addresses their respective concerns as detailed in evidence at the hearing.

27. Both parties are competent and experienced in business. There is no request for maintenance inter se going forward (although the Respondent expressed considerable concern about the impecunious situation which he has endured in recent times and the consequences for him of having had such limited resources since in or about the Autumn of 2024). There are three adult dependent children. I must make proper provision in terms of maintenance for them. The parties have shareholdings in another company, Company B, and this has yielded an income over the years which, in recent times at least, the Applicant has had the benefit of. It was the suggestion of the Applicant that the income derived from this company should continue to be paid to her for the support of the children during their dependencies. The submissions of the Respondent do not demur from this proposal.

EVIDENCE AND ANALYSIS OF EVIDENCE

28. The evidence in relation to the original equal shareholding of the parties in Company D has been discussed above and I have indicated my conclusions in this regard. In any event, matters have moved on such that there are now unequal shareholdings and, while I have some concerns arising from the circumstances in 2018 in which the Applicant transferred a portion of her shareholding to the Respondent, having heard from both of the parties in relation to their respective roles in the formation, development and ultimate success of Company D, I have concluded that equal division of the entirety of the shareholding is appropriate (indeed, the parties would appear to have also so concluded by the end of the hearing). In addition to reflecting the commitment and input of both parties to the business (including family of origin funds by the Applicant), this equal division has regard to the debt situation of the Respondent having regard to his lesser income position since 2024 and occupational challenges which he may encounter going forward.

29. The substantial issue for determination is whether I should transfer the Respondent’s shareholding to the Applicant such that she will control the sale of the combined shareholding, and the Respondent should be excluded from having such a role. The basis upon which the Applicant submits that this is essential for proper provision derives from the recent corporate and business disagreements which have occurred and the role of the behaviour of the Respondent in this regard. The Applicant’s evidence detailed a number of events and actions on the part of the Respondent which had interrupted, interfered with, made more difficult and harmed or attempted to harm the operation and advancement of Company D in recent years. I do not believe that it is necessary to hugely detail these events, but the Applicant’s evidence was that:

(a) the Respondent sought to exclude her from the business and to reduce income and benefits which she would receive from it;

(b) there were a significant number of personnel issues and challenges which derived from the conduct of the Respondent which made it difficult to work with him;

(c) the Respondent’s behaviour was erratic, irrational and unpredictable and he was suffering from considerable stress and mental (and other) health challenges;

(d) the Respondent embarked on a campaign of obstruction and there were significant relationship issues between the Respondent and the company board, the management team and other essential personnel. Various documents were put to the Respondent in support of these allegations and the Respondent accepted that he had issues with Board members arising from his perception that he had been unfairly and unreasonably treated by the Board resulting in his dismissal from his executive position. He also admitted to having had difficulties with certain employees of the company;

(e) the conduct of the Respondent was such that he was ultimately dismissed from his executive role by the board in or about June 2023 (operative from October of that year). It would appear that he continued to receive his salary for a 12 month period. She references unwise spending of these funds, including lack of family support, and steps taken by the Respondent hostile to the interests of the company during this period. Since the expiration of that period, he has received a muchreduced income in the form of director’s fees;

(f) the Respondent continues to behave in a disruptive, erratic and indecisive manner in his role as director and she is concerned that he will continue to so behave (qua director and qua shareholder) such that the sale of business will be disrupted. In her submissions, the Applicant indicated that she understood the Respondent to be in agreement with the proposed sale of the company when it was discussed at the Board meeting in September 2025, but his position was less definitive and less clear cut at the resumed hearing in October 2025. His extant unfair dismissal claim against the company was also referenced. The Applicant expressed a concern that the Respondent would use his shareholding position to block a sale at the eleventh hour;

(g) she references the changing of attitude of the Respondent to the sale of the company both during the course of the proceedings and between the board meeting in September 2025 (when he supported the sale process and so voted)

and the resumed hearing when he refused unconditional support for a sale under cross-examination.

(h) the Applicant references a number of false allegations which the Respondent has made against her in the course of the proceedings which allegations she asserts she has definitively contradicted having adduced contemporaneous and other corroborative evidence. In this regard she makes reference to:

I. inaccurate averments in relation to company structures referenced in the verifying Affidavit of the Respondent;

II. attributing secretive and furtive behaviour to her in respect of transactions which accusations were entirely unfounded, such transactions being known to him, financially sensible and based on professional advices received;

III. his diminishing of her role in the business affairs of the parties and her contributions in this regard;

IV. the refusal of the Respondent to take responsibility for his behaviours and their impacts.

30. In her submissions, the Applicant states that the Respondent’s involvement in the sale of the company should be excluded and that the manner in which to do so is to transfer the entirety of the family shareholding to her, with the proceeds of sale to be distributed as between the parties subsequent to their disposal with which the Respondent would not be involved. She states by way of submission:

“… the ever-changing evidence, and the false averments in the Respondent’s affidavit and indeed in his oral evidence, has resulted in the case taking longer to run than it would otherwise have done, which must sound in an order that that some of the costs should be paid by the Respondent.

Further, the Court cannot place trust or reliance in the Respondent’s assertions concerning his attitude to the sale of the Company. The Respondent cannot be relied upon to consent to a sale even in the most optimal manner.”

31. The Respondent has a very different perspective upon the events within the company in recent years. It is his view that his role and vision for the business have been underappreciated and that, having given life blood to the business and being the person with the ultimate vision for it and with the best understanding of the most advantageous road of travel to maximise business potential, he has been the victim of a concerted conspiracy to exclude him, demean him and to diminish his role. His evidence was that the Applicant has been substantially involved in seeking to exclude him and to extinguish his participation and control.

32. In his submissions it is contended that many of the Applicant’s accusations are historic and not material to the issues which I must now determine. His position (in his evidence and submission) is that the Applicant has over-stated the position and that it would be senseless for him to try to destroy a business with which he has such substantial financial engagement. A different perspective on many of the events is proffered.

33. It cannot be doubted that the Respondent made a number of allegations against the Applicant in his Replying Affidavit and in his oral testimony to the court concerning oppressive, furtive and acquisitory behaviour by her. Many of these allegations were subsequently accepted by him as being inaccurate, withdrawn or disproved by the Applicant with corroborative, contemporaneous real evidence being adduced by her.

At paragraph 19 of the Respondent’s submissions, it is stated:

“What might be categorised on one hand as irrational or confrontational behaviour could equally be viewed as the acts of a person in the cut and thrust of a business environment, the acts of a person who is irascible; the acts of a person seeking to protect the investment of family and friends; the acts of a person who considers himself, whether rightly or wrongly, as having been excluded from the project that he has devoted years of his life to the development of – his “baby”; - which he agreed in his evidence was a fair categorisation, and who considers he has been maligned, harassed and accused.”

It is my conclusion on the testimony of both parties and the evidence adduced in its totality that this presents a rose-coloured account of the Respondent’s actions and behaviours. There is no doubt that the accusations of the Respondent and responding to them prolongated the hearing and placed increased stress on the Applicant. I find that the evidence of the Applicant is to be preferred in relation to the business history and circumstances of the parties.

34. His evidence was that he wishes to sell the business but not at any cost and not according to a rapidly imposed timeline which would not serve to maximise returns and, in particular, to ensure that smaller investors are adequately compensated for the faith and trust which they placed in the business and in the Respondent’s development of it. He expressed the concern that the Applicant wished to hastily dispose of the company and that she would prioritise this desire over maximising the sale price or acting for the benefit of smaller shareholders/investors. In cross-examination, the Respondent stated that he reserved his rights as a shareholder to judge the benefits of any offer and to proceed or not dependent upon his analysis of such offer. The Respondent’s position was that he could not indicate his attitude towards accepting or rejecting an offer until the specifics of it were known to him and assessed by him.

35. The Respondent submits that the suggestion of share transfer in order to effect the sale is excessive, unnecessary and disproportionate to the end sought to be achieved, being the successful sale of the company and the family shareholdings in it. His position is that this would serve to deprive him of statutory and contractual rights, and he references the Articles of Association of the company in this regard. He asserts that, based upon such Articles, there is a risk that he would not be entitled to remain a director if deprived of his shareholding. He states that contractual rights qua shareholder,4 were conferred upon him pursuant to a Shareholders’ Agreement of the 5th July 2018 and a Deed of Amendment and Consent of the 10th December 2021. He references, in particular, the provisions of such agreements in respect of shareholder majority required

The Shareholders’ Agreement in 2018 defines “shareholder” as “any shareholder of the Company from time to time who is a party to this agreement (but excludes the Company holding Shares as Treasury Shares from time to time).”

for the disposal of the company and the consequential impact of transferring his shareholding to the Applicant.

ANALYSIS

36. Pursuant to the provisions of the 1995 Act, I clearly have jurisdiction to order the sale of assets and in this context the shareholdings of the parties are such assets. I clearly have jurisdiction to transfer the shareholding of the Respondent to the Applicant and, upon the sale of the shares, to order the payment of a lump sum to the Respondent. In this regard, I must have regard to the provisions of section 15 of the 1995 Act:

“(1) Where the court makes a secured periodical payments order, a lump sum order or a property adjustment order, thereupon, or at any time thereafter, it may make an order directing the sale of such property as may be specified in the order, being property in which, or in the proceeds of sale of which, either or both of the spouses concerned has or have a beneficial interest, either in possession or reversion.

(2) The jurisdiction conferred on the court by subsection (1) shall not be so exercised as to affect a right to occupy the family home of the spouse concerned that is enjoyed by virtue of an order under this Part.

(3) (a) An order under subsection (1) may contain such consequential or supplementary provisions as the court considers appropriate.

(b) Without prejudice to the generality of paragraph (a), an order under subsection

(1) may contain—

(i) a provision specifying the manner of sale and some or all of the conditions applying to the sale of the property to which the order relates,

(ii) a provision requiring any such property to be offered for sale to a person, or a class of persons, specified in the order,

(iii) a provision directing that the order, or a specified part of it, shall not take effect until the occurrence of a specified event or the expiration of a specified period,

(iv) a provision requiring the making of a payment or payments (whether periodical payments or lump sum payments) to a specified person or persons out of the proceeds of the sale of the property to which the order relates, and

(v) a provision specifying the manner in which the proceeds of the sale of the property concerned shall be disposed of between the following persons or such of them as the court considers appropriate, that is to say, the spouses concerned and any other person having an interest therein.

(4) A provision in an order under subsection (1) providing for the making of periodical payments to one of the spouses concerned out of the proceeds of the sale of property shall, on the death or remarriage of that spouse, cease to have effect except as respects payments due on the date of the death or remarriage.

(5) Where a spouse has a beneficial interest in any property, or in the proceeds of the sale of any property, and a person (not being the other spouse) also has a beneficial interest in that property or those proceeds, then, in considering whether to make an order under this section or section 9 or 10 (1) (a) (ii) in relation to that property or those proceeds, the court shall give to that person an opportunity to make representations with respect to the making of the order and the contents thereof, and any representations made by such a person shall be deemed to be included among the matters to which the court is required to have regard under section 16 in any relevant proceedings under a provision referred to in that section after the making of those representations.”

37. In this instance, the parties have agreed that proper provision involves an equal division of the shareholdings (subject to some disagreement as to how that should be achieved which disagreement I have determined). Section 15 is engaged in that I have determined that the shares, the subject of adjustment, should be sold such that each of the parties will have a lump sum for their provision going forward. Subsection (3)

envisages that the order for sale may include such consequential or supplementary provisions as I consider appropriate. Subsection 3(a) confers a wide jurisdiction which is confirmed by subsection 3(b) which, while referencing a number of particular provisions concerning terms and conditions of sale, is clear that these specifics are “without prejudice to the generality of paragraph (a)”.

PROPER PROVISION

38. In determining what ancillary relief orders are proper, section 16 of the 1995 Act states that I must have regard to all of the circumstances. There are certain issues particularised in section 16(2) of the 1995 Act, but these are without prejudice to the generality of subsection (1). I will reference these factors in accordance with the statutory lettering.

(a) The current income of the Applicant substantially exceeds that of the Respondent.

She also has the benefit of the income from Company B. The Respondent’s current income is modest but there is no reason why he cannot seek and take up gainful employment or pursue other gainful occupation outside of Company D. He has not done so. I do accept that his health issues may impact to some degree in this respect.

The sale of Company A will likely substantially alter the work circumstances of both parties. I find that they are both experienced, educated and capable people and I do not see any impediment to each of them being gainfully employed in the future.

They will, of course, also have the financial resources deriving from the sale of their shareholdings in Company D.

(b) Their individual needs are similar going forward. The children must be supported during dependency, and it is most likely that the children will reside with the Applicant or in independent accommodation.

(c) I do not consider that much turns on prior standards of living as the resources of the parties, post-sale of the company, in addition to such individual earnings as they may achieve, will enable them to maintain such standards without difficulty.

(d) The parties are of similar age, and the relationship and marriage are of medium to long duration. The bulk of the assets were accumulated during the marriage although I find that the Applicant had greater resources coming into the marriage.

Both parties have made very substantial personal, professional and financial contributions towards the acquisition of the current assets of the family.

(e) The Respondent has had and continues to have health issues. He has suffered from a mental health condition. He suffered a most serious health event in December 2022. I have no doubt that these health deficits impact upon his day-to-day life and may impact on work opportunities going forward. I have concluded that many of the behavioural difficulties which have featured large in this case are rooted in health challenges which the Respondent experiences. The Applicant has had significant health events in the past, but these do not impact currently. I concluded that the Applicant is a person with considerably greater resilience than the Respondent. She impressed as a most organised and regulated person. I do believe that she is exhausted and has found the prolongation of separation most challenging.

Her evidence supports a desire to have the separation of the parties and their affairs concluded promptly.

(f) Each party has made significant contributions to the family and to business endeavours. I have concluded that the Applicant also has made very huge contributions to the care of the family. The Respondent has provided such care also but not to the same extent.

(g) There has been no impairment of opportunity arising from the family commitments assumed by the parties.

(h) Not applicable.

(i) I do not form the view that there has been conduct on the part of either of the parties such as is relevant under section 16(2)(i) of the 1995 Act, being conduct such that it would be unjust to disregard it. It was not argued by either side that such conduct issues arose in this case.

(j) There is no owned family home in this case. Both of the parties will require accommodation. I do not consider that their requirements in this regard are dissimilar. In the short term, the children (or some of them) will likely be residing with the Applicant but it is to be hoped that they will spend time with the Respondent also and, as such, each of the parties requires accommodation to facilitate this.

(k) Not applicable.

(l) Not applicable.

39. Having regard to all of the above matters, I have concluded that proper provision does not require the transfer of the Respondent’s shares to the Applicant at this time. I find on the evidence that the Respondent is greatly committed to the company, he is hugely committed to the project which it represents, and he has a keen sense of responsibility to the minority, investor shareholders who became involved and put trust in the company along its journey. I find that he is committed to its success but that his sense of ownership of it and his view that his commitment and contribution exceed those of all others has conflicted with the corporate realities which have ensued in the context of the company’s growth and maturation. I do not in any way seek to diminish the difficulties which his actions have caused for corporate management, governance and administration but I am not convinced that excluding him from the sale process is appropriate at this time. Damage can be done to the company, and its disposal may be harmed from outside as well as from within and exclusion may serve only to increase difficulties which arise. The Respondent, with the Applicant, remains the majority shareholder and he must be given an opportunity to be involved in the disposal of the asset which represents in excess of ten years of his life’s work. If he abuses this opportunity, an entirely different situation arises. At the moment, he has informed me that he wishes to advance a sale and his articulation of matters which would concern him (protection of minority shareholders, appropriate disposal methodologies and personnel involved and in-depth consideration of all components of such a deal) are all entirely legitimate concerns. It is clearly in the interests of the Respondent to advance a sale in a timely manner given his personal circumstances. Having so concluded, the Respondent must be aware that there are persons other than himself who have a stake in the disposal (most particularly the Applicant in the context of what I must determine)

and his views may not accord with theirs and that, in the context of proper family provision, he cannot have a veto based on his subjective analysis. For this reason, I am putting a structure in place which affords him continued involvement with a possibility of future exclusion should he behave unreasonably in this regard. In the submissions of the Applicant, it was proposed that he be excluded through property adjustment with a possibility of seeking court intervention should he be dissatisfied concerning the sale proposals. At this juncture, I believe that it is proper that the position be reversed namely that he be given an opportunity to be involved with liberty to the Applicant to seek court intervention should she consider it necessary in order to achieve orderly and prompt realisation of her asset, being her 50% interest in the combined shareholdings of the parties.

40. Having considered all of the evidence, I do not consider that it would be proper to exclude the Respondent from involvement in the sale of his shareholding in Company D in the manner suggested by the Applicant. The Respondent has been centrally involved in the formation of this business, and his acumen has been fundamental to its success. The recent unfortunate events derive from the intermingling of personal and business matters and certain personal issues of the Respondent but his expressed views that the sale should be commercially optimised and that it should protect the interests of the minority shareholders are laudable. However, some protection is required based upon the irrationalities of his behaviour in recent times. I have concluded in favour of the suggestion made by the Applicant but in reverse. I make no Orders or directions to the Board of this company. It would be entirely improper for me to do so. I do acknowledge and note that the Board of the company has determined that it should be sold. In this context, I order pursuant to section 15 of the 1995 Act the sale of the entirety of the shares held by the Applicant, the Respondent and Company B therein. I direct that the Respondent and the Applicant are to co-operate fully in the sale process and are to in no way act to prejudice or diminish the progress of such sale. There is liberty to apply and to re-enter in the event of behaviour which seeks to impede or disrupt or disadvantage the sale or its progress. I will direct that a facilitator/observer be appointed to report to the Court, if necessary, in respect of such sale. If a sale proposal is arrived at which either the Applicant or the Respondent approves but the other does not, the matter should be re-entered for directions of the Court pursuant to section 15(3) of the 1995 Act. At such time, I will require a report from the facilitator/observer. In this context, if upon re-entry it is concluded that the terms of sale being proposed are reasonable, I will consider such orders, including a property adjustment order, in respect of the shareholding of any party who is unreasonably obstructing the sale.

41. In relation to his dismissal from his executive role, he has commenced litigation against the company. Clearly, this is not a matter which was before me for determination, and it would be entirely inappropriate for me to reach any conclusions in this regard. This is an entirely different piece of litigation, separate and distinct from the issues for determination by me. It is clear that an outstanding piece of employment litigation by a senior company officer against any company will be a matter of concern and risk in the context of attracting purchasers for the company and I have no doubt that the Respondent is well aware of this. I would strongly urge mediation as between the company and the Respondent towards timely resolution of this claim, but it is quite simply not a matter which is before me and, indeed, the company is not a party to these proceedings so it would be entirely inappropriate for me to make any comment regarding it. The issue for me is how the sale of the combined shareholding of the parties may be achieved such as best advances the attainment of proper provision for the family.

42. Having regard to the respective roles of the parties in respect of the business and in family life together, I believe that proper provision is best achieved by declaring the full shareholdings of them both to be beneficially held as to 50% each with the Applicant to be responsible for any sums due and owing in respect of the loan to her family member. The parties both made huge contributions to the company and its development. One such contribution was the loan funds which the Applicant received from her family member. Having regard to the totality of contributions of varying natures and having regard to the individual circumstances of each of the parties, I am of the view that the shareholding should be viewed as being equally held with the Applicant being responsible for the loan concerned.

43. Whatever income is derived from Company B, I am of the view that during the dependency of the children, this income (which I was informed is in the region of €3,000 per month) should be retained by the Applicant for the support of the children.

Upon cessation of dependency, the parties should equally share this income, be it large or small, or, at the option of the Applicant, the company should be disposed of upon the most advantageous terms and the proceeds of sale divided between the parties equally.

44. In addition, the Respondent should pay maintenance in the sum of €300 per month per child (€900 per month) but this should only commence upon receipt by him of his share of the proceeds of sale of the business. This should be paid by him directly to the children.

45. The Investment Fund monies, albeit that the sum is modest, should be equally divided between the parties.

46. I will list this matter at a date and time convenient to Counsel to address any matters arising and the issue of costs.