Paul Connolly, one of Denis O'Brien's representatives on the board of Independent News & Media, has refused a demand from the company's chairman to stand down.
Chairman James Osbourne asked him to resign at a board meeting today.
This comes after Mr Connolly yesterday began a legal action against the company over a €1.9m compensation package paid to outgoing chief executive Gavin O'Reilly.
RTÉ has learned that directors agreed at a heated board meeting to recommend that shareholders oust Mr Connolly from the board at its AGM in June.
This means that Mr Connolly will go forward for election with the board asking shareholders that they vote against him.
Mr Osbourne accused Mr Connolly of not acting in the best interests of the company when he took High Court action in relation to Mr O'Reilly's package.
When Mr Connolly refused to resign, Mr Osbourne put a motion to the board of directors that it recommends against Mr Connolly's election to the board at the AGM.
It is understood all the directors present, with the exception of another Denis O'Brien's representative Lucy Gaffney, supported the motion.
Neither Mr Connolly nor Independent News & Media are commenting on today's developments.
It has separately emerged that another director, Margaret Jay, has also decided not to go for re-election at the AGM.
It is understood her reason for standing down is related to the fact that she had served almost nine years on the board. This is considered the limit under corporate governance guidelines.
