Tara Meats (Kilbeggan) Ltd/Share Subscription and Shareholders Agreement 1990 [1995] IECA 418 (8th September, 1995)

Tara Meats (Kilbeggan) Ltd/Share Subscription and Shareholders Agreement 1990 [1995] IECA 418 (8th September, 1995)

Non-compete and non-solicit restrictions limited to the period of shareholding or up to 18 months after cessation of shareholding/directorship/employment are permissible and do not offend Section 4(1); indefinite or excessive duration restrictions are void, but as these were waived by subsequent agreement, the notified agreement as amended does not offend Section 4(1).

Citation
[1995] IECA 418
Parties
Company: Tara Meats (Kilbeggan) Ltd; Covenantor/shareholder/director: Anthony S. Dunne; Covenantor/shareholder: Rita Dunne; Covenantor/shareholder/director: Barry G. Sturgeon; Covenantor/shareholder/director: John R. Mullan; Investor/manager: Business and Trading House Investment Company Ltd (BTHIC); Subsequent Purchaser/shareholder: Dairygold Co-Operative Society Limited
Jurisdiction
Ireland
Procedural Posture
Competition Authority Notification/decision / Final Decision
Outcome
Certificate granted; notified agreement as amended does not offend Section 4(1) of the Competition Act 1991.
Legal Topics
Non Compete Clauses, Shareholders Agreements, Venture Capital Investment, Section 4 Competition Act 1991
Competition Law Corporate Law Non Compete Clauses Shareholders Agreements Venture Capital Investment Section 4 Competition Act 1991

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Parties

Tara Meats (Kilbeggan) Ltd

Company

Anthony S. Dunne

Covenantor/shareholder/director

Rita Dunne

Covenantor/shareholder

Barry G. Sturgeon

Covenantor/shareholder/director

John R. Mullan

Covenantor/shareholder/director

Business and Trading House Investment Company Ltd (BTHIC)

Investor/manager

Dairygold Co-Operative Society Limited

Subsequent Purchaser/shareholder

Procedural Posture

Competition Authority Notification/decision / Final Decision

Legal Issues

  1. 1 Whether the Share Subscription and Shareholders Agreement contains anti-competitive restrictions contrary to Section 4(1) of the Competition Act 1991
  2. 2 Whether non-compete and non-solicit clauses are permissible under competition law

Ratio Decidendi

Non-compete and non-solicit restrictions limited to the period of shareholding or up to 18 months after cessation of shareholding/directorship/employment are permissible and do not offend Section 4(1); indefinite or excessive duration restrictions are void, but as these were waived by subsequent agreement, the notified agreement as amended does not offend Section 4(1).

Court Disposition

Certificate granted; notified agreement as amended does not offend Section 4(1) of the Competition Act 1991.

Orders

  • Certificate issued confirming compliance with Section 4(1) Competition Act 1991.