Brothers at loggerheads over decision to appoint director to building firm they own

A dispute has broken out between the brothers who own the successful Glenman Corporation building company over the appointment of a third director to their two-man board, the High Court heard.

The two sides are already due in court in December for hearing of a shareholder oppression case.

Judge Brian Cregan on Wednesday granted an interim injunction to Micheál Conneally, one of the two owner directors of Glenman, preventing his brother and majority shareholder, Albert Conneally, from appointing a third director.

The application was made by counsel Gary McCarthy on an ex parte, or one side only represented, basis.

Glenman Corporation Ltd was set up 33 years ago by the Conneallys who built up a thriving building, contracting and civil engineering business in Ireland and Britain.

They initially worked on upgrading pubs, restaurants and churches before developing housing projects and becoming one of the leading builders of schools in the 1990s and 2000s.

Albert holds 60 per cent of the shares and Micheál the other 40 per cent.

Differences arose between the brothers and in 2023 Micheál brought shareholder oppression proceedings against his brother. Albert sought to have the case heard “in camera”, or in private, but this was rejected by the High Court in April 2024.

A hearing of the dispute began in October last year after mediation failed to produce a resolution. The hearing was adjourned to facilitate further mediation efforts, Micheál’s solicitor Peter Boyle said in an affidavit. These also failed to produce a resolution and the case is now listed for hearing at the start of December.

Last Friday, Boyle said, Micheál received an email stating Albert wished to appoint a third director, David Issott, to the board. Under Section 194 of the Companies Act 2014, a majority shareholder can appoint a new director without having to convene a general meeting, the court heard.

Correspondence followed and in one letter from Albert’s lawyers to Micheál’s lawyer, the suggestion that the appointment of Issott was an attempt to usurp Micheál’s rights was rejected.

“The prolonged inability to agree on matters of management, to put matters neutrally, has produced a structural impasse which is detrimental to the company,” the letter said.

It also said Micheál should “not be permitted to hold the company to ransom” during the proceedings by making a claim that the appointment of an independent and external director is somehow inappropriate.

Boyle said no opportunity had been given to Micheál to consider Issott’s nomination.

He also said Micheál had overseen the growth of UK business to the extent that is now the only profitable arm. Albert, he said, had meanwhile overseen the demise of the Irish arm.

According to figures produced on behalf of Albert, turnover in the UK for 2025 was €32 million while in Ireland it was €2.7 million.

Boyle said it was intolerable that Albert should continue to act in this manner especially with the hearing of the oppression proceedings just four weeks away. The existing deadlock is likely to be addressed by that hearing, he said.

The judge said he was satisfied to grant the interim injunction restraining Albert and the company from proceeding to appoint a third director.

He said the case could return next week.