GI Corp/General Semi-conductor Ind. [1992] IECA 10 (23rd October, 1992)

GI Corp/General Semi-conductor Ind. [1992] IECA 10 (23rd October, 1992)

The restrictive covenants in the acquisition agreements are necessary and proportionate to ensure the complete transfer of goodwill and technical know-how, do not exceed what is required, and therefore do not offend Section 4(1) of the Competition Act, 1991.

Citation
[1992] IECA 10
Parties
Purchaser: GI Corporation; Vendor: General Semiconductor Industries Inc.; Vendor Parent/nominee: Square D Company; Target Company: General Semiconductor Ireland
Jurisdiction
Ireland
Procedural Posture
Competition Authority Decision / Final Decision on Notification Under Section 4 of the Competition Act, 1991
Outcome
Certificate issued; arrangements do not offend Section 4(1) of the Competition Act, 1991.
Legal Topics
Merger Review, Restrictive Covenants, Transfer of Goodwill, Technical Know How, Market Concentration
Competition Law Corporate Law Merger Review Restrictive Covenants Transfer of Goodwill Technical Know How Market Concentration

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Parties

GI Corporation

Purchaser

General Semiconductor Industries Inc.

Vendor

Square D Company

Vendor Parent/nominee

General Semiconductor Ireland

Target Company

Procedural Posture

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

Legal Issues

  1. 1 Whether the acquisition and associated restrictive covenants offend Section 4(1) of the Competition Act, 1991
  2. 2 Whether merger agreements are reviewable under the Competition Act, 1991 in addition to the Mergers Act
  3. 3 Whether the restrictive covenants are necessary and proportionate to ensure transfer of goodwill and know-how

Ratio Decidendi

The restrictive covenants in the acquisition agreements are necessary and proportionate to ensure the complete transfer of goodwill and technical know-how, do not exceed what is required, and therefore do not offend Section 4(1) of the Competition Act, 1991.

Court Disposition

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

Orders

  • Certificate issued under Section 4(4) of the Competition Act, 1991 confirming agreements and restrictive covenants do not offend Section 4(1).