Prince of Wales Hotel Ltd/Share Subscription and Shareholders Agreement 1990. [1995] IECA 417 (8th September, 1995)

Prince of Wales Hotel Ltd/Share Subscription and Shareholders Agreement 1990. [1995] IECA 417 (8th September, 1995)

The notified agreement contains non-compete and non-solicit restrictions that exceed what is necessary to protect the valid interests of minority shareholders, both in duration and scope, and therefore have the object of preventing, restricting or distorting competition within the State, offending Section 4(1) of the Competition Act, 1991. The agreement does not satisfy the conditions for a licence under Section 4(2).

Citation
[1995] IECA 417
Parties
Notifier/subscriber/manager of the Fund: Business and Trading House Investment Company Ltd; Investee Company: Prince of Wales Hotel Ltd; Covenantor/shareholder: O'Gorman Group (Athlone) Ltd (In Receivership); Covenantor/director/shareholder: John O'Gorman; Covenantor/shareholder: Zanatti Investments Ltd; Covenantor/shareholder: Dr. Armando Ribeiro
Jurisdiction
Ireland
Procedural Posture
Competition Authority Notification/decision / Final Decision Refusing Certificate or Licence
Outcome
Refusal of certificate and licence under Section 4 of the Competition Act, 1991
Legal Topics
Non Compete Clauses, Shareholders Agreements, Section 4 Competition Act 1991, Minority Shareholder Protection
Competition Law Non Compete Clauses Shareholders Agreements Section 4 Competition Act 1991 Minority Shareholder Protection

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Parties

Business and Trading House Investment Company Ltd

Notifier/subscriber/manager of the Fund

Prince of Wales Hotel Ltd

Investee Company

O'Gorman Group (Athlone) Ltd (In Receivership)

Covenantor/shareholder

John O'Gorman

Covenantor/director/shareholder

Zanatti Investments Ltd

Covenantor/shareholder

Dr. Armando Ribeiro

Covenantor/shareholder

Procedural Posture

Competition Authority Notification/decision / Final Decision Refusing Certificate or Licence

Legal Issues

  1. 1 Whether the Share Subscription and Shareholders Agreement offends Section 4(1) of the Competition Act, 1991
  2. 2 Whether the agreement qualifies for a certificate or licence under Section 4(2) of the Competition Act, 1991

Ratio Decidendi

The notified agreement contains non-compete and non-solicit restrictions that exceed what is necessary to protect the valid interests of minority shareholders, both in duration and scope, and therefore have the object of preventing, restricting or distorting competition within the State, offending Section 4(1) of the Competition Act, 1991. The agreement does not satisfy the conditions for a licence under Section 4(2).

Court Disposition

Refusal of certificate and licence under Section 4 of the Competition Act, 1991

Orders

  • No certificate or licence issued in respect of the notified share subscription and shareholders agreement