Woodchester/UDT Bank [1992] IECA 6 (4th August, 1992)

Woodchester/UDT Bank [1992] IECA 6 (4th August, 1992)

The Authority found that the acquisition agreement, including its non-competition clauses, does not offend Section 4(1) of the Competition Act, 1991 because the combined market share of Woodchester Bank and UDT Bank is relatively small, there is substantial competition in all relevant markets, and the restraints are reasonable and necessary for the transfer of goodwill.

Citation
[1992] IECA 6
Parties
Acquirer: Woodchester Bank Ltd.; Target: UDT Bank Ltd.; Vendor: Hill Samuel & Co. B.V.
Jurisdiction
Ireland
Procedural Posture
Competition Authority Decision / Final Decision
Outcome
Acquisition and associated restraints do not offend Section 4(1) of the Competition Act, 1991.
Legal Topics
Merger Control, Non Competition Clauses, Market Definition, Restraint of Trade
Competition Law Banking Law Corporate Law Merger Control Non Competition Clauses Market Definition Restraint of Trade

Case Brief

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Parties

Woodchester Bank Ltd.

Acquirer

UDT Bank Ltd.

Target

Hill Samuel & Co. B.V.

Vendor

Procedural Posture

Competition Authority Decision / Final Decision

Legal Issues

  1. 1 Whether the acquisition agreement and associated non-competition clauses offend Section 4(1) of the Competition Act, 1991 by preventing, restricting, or distorting competition in the relevant markets.
  2. 2 Whether mergers are reviewable under Section 4(1) of the Competition Act, 1991 or only under the Mergers Act.
  3. 3 Whether the restraints imposed by the agreement are reasonable and necessary for the transfer of goodwill.

Ratio Decidendi

The Authority found that the acquisition agreement, including its non-competition clauses, does not offend Section 4(1) of the Competition Act, 1991 because the combined market share of Woodchester Bank and UDT Bank is relatively small, there is substantial competition in all relevant markets, and the restraints are reasonable and necessary for the transfer of goodwill.

Court Disposition

Acquisition and associated restraints do not offend Section 4(1) of the Competition Act, 1991.

Orders

  • Certificate granted for the notified agreement; no prohibition or remedial action required.