Sedgwick Group plc / TSB Group plc [1995] IECA 415 (25th August, 1995)

Sedgwick Group plc / TSB Group plc [1995] IECA 415 (25th August, 1995)

The acquisition agreement, as amended to reduce the non-compete period to two years, and its associated restrictive covenants do not have as their object or effect the prevention, restriction or distortion of competition in the State and therefore do not offend against Section 4(1) of the Competition Act, 1991.

Citation
[1995] IECA 415
Parties
Acquirer: Sedgwick Group plc; Vendor: TSB Group plc
Jurisdiction
Ireland
Procedural Posture
Competition Authority Decision / Final Decision on Notification Under Section 4 of the Competition Act, 1991
Outcome
Certificate issued; agreement does not offend Section 4(1) of the Competition Act, 1991.
Legal Topics
Merger Control, Non Compete Clauses, Sale of Business, Market Concentration, Employee Solicitation Restrictions, Confidentiality Clauses
Competition Law Merger Control Non Compete Clauses Sale of Business Market Concentration Employee Solicitation Restrictions Confidentiality Clauses

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Parties

Sedgwick Group plc

Acquirer

TSB Group plc

Vendor

Procedural Posture

Competition Authority Decision / Final Decision on Notification Under Section 4 of the Competition Act, 1991

Legal Issues

  1. 1 Whether the acquisition agreement and associated restrictive covenants prevent, restrict or distort competition in the State under Section 4(1) of the Competition Act, 1991
  2. 2 Whether the duration and scope of non-compete and non-solicitation clauses are reasonable and necessary for the transfer of goodwill

Ratio Decidendi

The acquisition agreement, as amended to reduce the non-compete period to two years, and its associated restrictive covenants do not have as their object or effect the prevention, restriction or distortion of competition in the State and therefore do not offend against Section 4(1) of the Competition Act, 1991.

Court Disposition

Certificate issued; agreement does not offend Section 4(1) of the Competition Act, 1991.

Orders

  • The Competition Authority certifies that the agreement of 17 August 1993, as amended, does not offend against Section 4(1) of the Competition Act, 1991.