Scully Tyrrell/Edberg [1993] IECA 12 (29th January, 1993)

Scully Tyrrell/Edberg [1993] IECA 12 (29th January, 1993)

The Authority found that the arrangements constituted an agreement between undertakings under Section 4(1) of the Competition Act, 1991, as the vendors retained significant shareholding and control in Edberg and could pursue interests divergent from the purchaser. The Authority concluded that, although the merger increased market concentration, the restrictive covenants as amended were reasonable, proportionate, and ancillary to the transaction, and the arrangements would not result in an appreciable restriction of competition in the relevant market.

Citation
[1993] IECA 12
Parties
Vendor: Scully Tyrrell & Company (STC); Purchaser: Edberg Limited; Parent Company of Purchaser: Robins Holdings Limited (RHL); Vendor/partner: D. P. Scully; Vendor/partner: J. M. Tyrrell; Vendor/partner: T. P. Crawford; Vendor/partner: D. F. Herbert; Vendor/partner: W. Sleater; Vendor/partner: T. F. Conroy; Vendor/partner: M. O'Donoghue; Vendor/partner: D. Putman
Jurisdiction
Ireland
Procedural Posture
Competition Authority Notification/decision / Final Decision
Outcome
Favourable decision; certificate granted under Section 4(2) of the Competition Act, 1991
Legal Topics
Merger Control, Non Compete Covenants, Market Concentration, Definition of Undertaking, Ancillary Restraints, Shareholder Agreements
Competition Law Corporate Law Merger Control Non Compete Covenants Market Concentration Definition of Undertaking Ancillary Restraints Shareholder Agreements

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Parties

Scully Tyrrell & Company (STC)

Vendor

Edberg Limited

Purchaser

Robins Holdings Limited (RHL)

Parent Company of Purchaser

D. P. Scully

Vendor/partner

J. M. Tyrrell

Vendor/partner

T. P. Crawford

Vendor/partner

D. F. Herbert

Vendor/partner

W. Sleater

Vendor/partner

T. F. Conroy

Vendor/partner

M. O'Donoghue

Vendor/partner

D. Putman

Vendor/partner

Procedural Posture

Competition Authority Notification/decision / Final Decision

Legal Issues

  1. 1 Whether the notified arrangements constitute an agreement between undertakings under Section 4(1) of the Competition Act, 1991
  2. 2 Whether the merger and associated restrictive covenants have the object or effect of preventing, restricting, or distorting competition in the relevant market
  3. 3 Whether the restrictive covenants are reasonable and ancillary to the transaction

Ratio Decidendi

The Authority found that the arrangements constituted an agreement between undertakings under Section 4(1) of the Competition Act, 1991, as the vendors retained significant shareholding and control in Edberg and could pursue interests divergent from the purchaser. The Authority concluded that, although the merger increased market concentration, the restrictive covenants as amended were reasonable, proportionate, and ancillary to the transaction, and the arrangements would not result in an appreciable restriction of competition in the relevant market.

Court Disposition

Favourable decision; certificate granted under Section 4(2) of the Competition Act, 1991

Orders

  • Certificate issued confirming that the arrangements, as amended, do not offend against Section 4(1) of the Competition Act, 1991
  • No further action required