Ryanair Holdings Plc (Ryanair) v Competition Commission (CC) & Anor [2012] EWCA Civ 1632 (13 December 2012)

Ryanair Holdings Plc (Ryanair) v Competition Commission (CC) & Anor [2012] EWCA Civ 1632 (13 December 2012)

The Competition Commission is not required by law to suspend its investigation into Ryanair's minority shareholding pending the European Commission's review of Ryanair's public bid, as the EC's exclusive jurisdiction does not extend to the minority holding. The duty of sincere co-operation does not preclude the Competition Commission from proceeding, provided it avoids final decisions conflicting with the EC's outcome. The factual situation differs from prior authority where EC exclusivity was contingent; here, UK jurisdiction is exclusive for the minority shareholding.

Citation
[2012] EWCA Civ 1632
Parties
Appellant: Ryanair Holdings PLC; 1st Respondent: Competition Commission; 2nd Respondent: Aer Lingus Group PLC
Jurisdiction
England and Wales
Judgment Date
13 December 2012
Procedural Posture
Appeal / Court of Appeal Judgment Following Competition Appeal Tribunal Decision
Outcome
Appeal dismissed
Legal Topics
Merger Control, Jurisdictional Exclusivity, Duty of Sincere Co Operation, Enterprise Act 2002, EC Merger Regulation
Competition Law European Union Law Administrative Law Merger Control Jurisdictional Exclusivity Duty of Sincere Co Operation Enterprise Act 2002 EC Merger Regulation

Case Brief

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Parties

Ryanair Holdings PLC

Appellant

Competition Commission

1st Respondent

Aer Lingus Group PLC

2nd Respondent

Procedural Posture

Appeal / Court of Appeal Judgment Following Competition Appeal Tribunal Decision

Legal Issues

  1. 1 Whether the Competition Commission must suspend its investigation into Ryanair's minority shareholding in Aer Lingus pending the European Commission's review of Ryanair's public bid under the EC Merger Regulation
  2. 2 Scope and application of the duty of sincere co-operation under Article 4(3) TEU
  3. 3 Interpretation of Article 21(3) EC Merger Regulation regarding exclusive jurisdiction

Ratio Decidendi

The Competition Commission is not required by law to suspend its investigation into Ryanair's minority shareholding pending the European Commission's review of Ryanair's public bid, as the EC's exclusive jurisdiction does not extend to the minority holding. The duty of sincere co-operation does not preclude the Competition Commission from proceeding, provided it avoids final decisions conflicting with the EC's outcome. The factual situation differs from prior authority where EC exclusivity was contingent; here, UK jurisdiction is exclusive for the minority shareholding.

Court Disposition

Appeal dismissed

Orders

  • Competition Commission's investigation into Ryanair's minority shareholding may proceed
  • No stay or suspension of the Competition Commission's investigation pending EC review