Companies Act 2014 section 541

Confirmation of proposals

Section 541 sets out how the court considers and confirms (or refuses to confirm) an examiner's rescue proposals for a company under examinership, including the conditions that must be satisfied and the binding effect of confirmed proposals.

• The examiner's report must be brought before the court as soon as possible, and the company, examiner, affected creditors and members, directors, and (where relevant) the Central Bank may appear and be heard
• The court may confirm, modify and confirm, or refuse the proposals, but must be satisfied that proper voting and notice procedures were followed, that creditors in the same class were treated equally, and that the best-interest-of-creditors test is met where there are dissenters
• The court must refuse confirmation if the proposals would not give the company a reasonable prospect of survival as a going concern, if their main purpose is tax avoidance, or if they unfairly prejudice any interested party or favour related companies' creditors over the company's own creditors
• Once confirmed, the proposals become legally binding on all affected members, all affected creditors (even if they did not agree), the company itself, and any other person liable for the company's debts — unless a party was not properly notified of the relevant meeting