A legal challenge against a €1.9m compensation package paid to former chief executive Gavin O'Reilly, has begun in the Commercial Court.
The challenge is being taken by a non-executive director of Independent News and Media.
Paul Connolly claims the package is unlawful as it was not subject to shareholder approval.
Gavin O'Reilly stood down as chief executive of Independent News and Media earlier this year.
His remuneration package totaled around €1.9m - almost two times his salary.
The package was approved by the board of the company in April and Mr O'Reilly stepped down immediately.
Lawyers for Paul Connolly - a non-executive member of the board - said that the case was a simple one - whether it was lawful or not to grant such a package to Gavin O'Reilly without a shareholder vote.
Mr Connolly told the court that at a board meeting on April 19, at which Gavin O'Reilly stepped down as chief executive, had almost been a 'fait accompli'.
The banks had indicated that they wanted Mr O'Reilly gone, and it had been his view at the time that he should be removed immediately.
Paul Connolly is one of two directors representing Denis O'Brien on the board of Independent News and Media.
Under cross-examination, Mr Connolly was asked why he had not told members of the board, on the day of the vote, about legal advice he had received that morning.
The advice indicated that a shareholder vote might have been legally required before Mr O'Reilly's compensation could be approved.
Senior Counsel for Independent News and Media, Paul Gallagher, said Mr Connolly had told the board members he intended on getting legal advice on the matter - but did not disclose that he had already received advice that morning.
Mr Connolly said it had been verbal advice and the matter was pretty fluid.
When asked why he had not told the board about the advice he said "I just didn't do it - obviously didn't do it".
The case is set to continue until Friday.
