The widow of builder Joe Cosgrave claims his two brothers, Michael and William Cosgrave, and the Cosgrave companies, are opportunistically using her husband’s death to take control of the well-known construction and development group.
Denise Cosgrave has brought proceedings against the two brothers as well as against two firms that form part of the Cosgrave group: Genstar Unlimited Co and JOM Investments Limited Company.
The case was admitted to the Commercial Court on Monday by Mr Justice Denis McDonald and adjourned to December. Lyndon MacCann SC, for the defendants, said his clients were satisfied they have acted in the proper manner.
Ms Cosgrave is seeking declarations that she is entitled to be registered as one-third shareholder, as her late husband was, in Genstar and JOM in her capacity as personal representative of her husband.
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She also wants a declaration that the two brothers, who are the other shareholders and directors of the group, have acted arbitrarily and/or capriciously and/or perversely and/or irrationally in refusing to consider that her husband’s will, along with a High Court order, was sufficient evidence of her entitlement to be registered as a shareholder of Genstar and JOM.
Ms Cosgrave is executor of the will left by her husband, who died in February at the age of 62. He is survived by Ms Cosgrave and their daughters, Kate and Laura.
Immediately after his death, she said, several business transactions needed to be carried out urgently on behalf of his estate, which necessitated obtaining a limited grant of administration from the High Court. To date, the grant of probate has not issued in circumstances where delays have been encountered in valuing the assets of the estate, she said.
Her solicitors wrote to Michael Cosgrave last March requesting that she be registered as a shareholder in the firms, but this was refused.
Her solicitors then applied to the High Court again and got an order giving her liberty to apply for and extract a grant of probate “limited to applying to becoming registered as a shareholder” of the firms in her capacity as executor.
However, she said, the directors continued to refuse to register her and have demanded that she first produce a grant of probate in the absence of which, they said, she did not have standing to seek to become registered.
She said Genstar and JOM were previously controlled on an equal basis by Joe, Michael and by another brother, Peter, who died in 2019. She believes the defendants, and specifically Michael, “are opportunistically using the deceased’s death to take control of the Cosgrave group”.
She said the directors are proposing that Genstar and JOM take “wide-ranging and irrevocable decisions that will impact the entire future” of the group including the sale of a very considerable suite of undeveloped residential and commercial land and the incurring of substantial new debt.
These plans were contained in what was described as the “Eastdil Presentation”, a presentation that had been arranged for company representatives and that Ms Cosgrave was allowed to attend on the basis that she executed a non-disclosure agreement.
She is concerned the firms’ value will be “significantly eroded” during the period in which she is waiting for a limited grant of probate to issue.
While she accepts the sale of some property may be necessary, the sale of the entire portfolio is “an existential decision for the companies”.
She also said she is concerned she is being treated differently to her sister-in-law Oonagh Cosgrave, widow of Peter, as she was previously registered as a shareholder. She understands, however, that the directors are currently in dispute with Oonagh over the companies’ plans.
Last October, she said, the directors engaged auditors who drew up a corporate governance report in which Ms Cosgrave was listed as a one-third shareholder of Genstar and that she be allowed to appoint a representative to act as a liaison between her and the directors.
Despite this they have refused to register her, she said.
She was extremely upset at having to take legal proceedings as the businesses have always been operated discreetly.
She said they were “low-key, private people and I am anxious at the thought of the publicity these proceedings will attract”.
She felt she had given the directors “every chance – perhaps too many chances – to treat me fairly” and she was left with no choice but to bring the case.
