Bayer - Consent interim Order

Bayer - Consent interim Order

The Tribunal granted the consent interim order as necessary and appropriate under ss.92 and 104 to preserve competition until Final Divestiture by imposing a hold separate regime with independent managers, a hold separate monitor with reporting duties, restrictions on access to competitively sensitive information, funding and operational obligations, and specific employee and transfer protections, all as consented to by the parties.

Citation
2002 Comp Trib 25
Parties
Applicant: Commissioner of Competition; Respondent: Bayer AG; Respondent: Aventis CropScience Holding S.A.
Court
Competition Tribunal
Jurisdiction
Canada
Judgment Date
6 June 2002
Procedural Posture
Interim Order (mergers) / Consent Interim Order Issued
Outcome
Consent interim order granted
Legal Topics
Hold Separate Order, Divestiture, Interim Relief, Merger Review, Appointment of Monitor, Confidentiality Protections
Source Language
English
Competition Law Mergers and Acquisitions Regulatory Enforcement Hold Separate Order Divestiture Interim Relief Merger Review Appointment of Monitor +1 more

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Parties

Commissioner of Competition

Applicant

Bayer AG

Respondent

Aventis CropScience Holding S.A.

Respondent

Procedural Posture

Interim Order (mergers) / Consent Interim Order Issued

Legal Issues

  1. 1 Whether an interim order under ss.92 and 104 of the Competition Act is appropriate to preserve competitive conditions pending divestiture
  2. 2 Scope and terms of a hold separate order to maintain viability and competitiveness of divested businesses
  3. 3 Authority to appoint a hold separate monitor and managers

Ratio Decidendi

The Tribunal granted the consent interim order as necessary and appropriate under ss.92 and 104 to preserve competition until Final Divestiture by imposing a hold separate regime with independent managers, a hold separate monitor with reporting duties, restrictions on access to competitively sensitive information, funding and operational obligations, and specific employee and transfer protections, all as consented to by the parties.

Court Disposition

Consent interim order granted

Orders

  • Issue consent interim order pursuant to ss.92 and 104 requiring hold separate management and monitoring of the Acetamiprid, Flucarbazone and Seed Treatment businesses in Canada
  • Appoint specified Hold Separate Managers and the Hold Separate Monitor (Richard Gilmore) with defined duties and reporting obligations