A legal challenge, taken by a non-executive director of Independent News and Media against a €1.9m compensation package paid to former chief executive Gavin O'Reilly has begun.
Paul Connolly claims the package is unlawful as it was not subject to shareholder approval.
Earlier this year, Mr O'Reilly stood down as chief executive of IN&M.
His remuneration package totalled around €1.9m - almost two times his salary.
The package was approved by the board of the company in April and Mr O'Reily stepped down immediately.
Lawyers for Paul Connolly said that the case was a simple one - whether it was lawful or not to grant such a package to Mr O'Reilly without a shareholder vote.
Mr Connolly told the court that at a board meeting on 19 April, at which Mr 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 IN&M.
Under cross-examination in the Commercial Court, 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 IN&M, 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.
Elsewhere, Dermot Desmond's company IIU has increased its shareholding in IN&M to 6.36%.
The development was disclosed in a stock exchange announcement.
