Ryanair Holdings Plc v The Competition And Markets Authority & Anor [2015] EWCA Civ 83 (12 February 2015)

Ryanair Holdings Plc v The Competition And Markets Authority & Anor [2015] EWCA Civ 83 (12 February 2015)

The refusal to disclose the identities of third party airlines did not render the process procedurally unfair as Ryanair had access to the substance of the evidence and was able to respond effectively. The divestiture remedy imposed by the Competition Commission was proportionate and necessary to address the substantial lessening of competition arising from Ryanair's material influence over Aer Lingus. There was no material risk of conflict with EU proceedings, and the Competition Commission acted within its statutory and EU law obligations.

Citation
[2015] EWCA Civ 83
Parties
Appellant: Ryanair Holdings PLC; First Respondent: The Competition and Markets Authority; Second Respondent: Aer Lingus Group PLC
Jurisdiction
England and Wales
Judgment Date
12 February 2015
Procedural Posture
Appeal / Court of Appeal Judgment
Outcome
Appeal dismissed
Legal Topics
Merger Control, Material Influence, Substantial Lessening of Competition, Divestiture Remedies, Procedural Fairness, Duty of Sincere Co Operation
Competition Law European Union Law Corporate Law Merger Control Material Influence Substantial Lessening of Competition Divestiture Remedies Procedural Fairness +1 more

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Parties

Ryanair Holdings PLC

Appellant

The Competition and Markets Authority

First Respondent

Aer Lingus Group PLC

Second Respondent

Procedural Posture

Appeal / Court of Appeal Judgment

Legal Issues

  1. 1 Whether the Competition Commission's refusal to disclose identities of third party airlines constituted procedural unfairness
  2. 2 Whether the divestiture remedy imposed breached the duty of sincere co-operation under EU law
  3. 3 Whether the divestiture remedy was disproportionate given the risk of substantial lessening of competition

Ratio Decidendi

The refusal to disclose the identities of third party airlines did not render the process procedurally unfair as Ryanair had access to the substance of the evidence and was able to respond effectively. The divestiture remedy imposed by the Competition Commission was proportionate and necessary to address the substantial lessening of competition arising from Ryanair's material influence over Aer Lingus. There was no material risk of conflict with EU proceedings, and the Competition Commission acted within its statutory and EU law obligations.

Court Disposition

Appeal dismissed

Orders

  • Divestiture order reducing Ryanair's shareholding in Aer Lingus to 5% upheld
  • Limited behavioural remedies to prevent Ryanair from seeking board representation or acquiring further shares in Aer Lingus post-divestiture