ACT/Kindle [1992] IECA 8 (4th September, 1992)

ACT/Kindle [1992] IECA 8 (4th September, 1992)

The agreement for the acquisition of Kindle Group Limited by ACT Group plc, including the non-competition and shareholding restrictions as amended, does not prevent, restrict, or distort competition within the meaning of Section 4(1) of the Competition Act, 1991, as the restrictions are reasonable in duration, scope, and subject matter, and the parties' combined market share in Ireland is negligible.

Citation
[1992] IECA 8
Parties
Acquirer: ACT Group plc; Target: Kindle Group Limited; Sellers/shareholders: Messrs. Kilduff, Nagle, Kinsella and Downey ('The Executives'); Shareholder/seller: DCC Limited; Shareholder/seller: Elmbank Limited
Jurisdiction
Ireland
Procedural Posture
Competition Authority Decision / Final Decision and Certification
Outcome
Certificate issued; agreement does not offend Section 4(1) of the Competition Act, 1991.
Legal Topics
Non Competition Clauses, Merger Control, Transfer of Technical Know How, Goodwill Transfer, Shareholding Restrictions
Competition Law Corporate Law Non Competition Clauses Merger Control Transfer of Technical Know How Goodwill Transfer Shareholding Restrictions

Case Brief

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Parties

ACT Group plc

Acquirer

Kindle Group Limited

Target

Messrs. Kilduff, Nagle, Kinsella and Downey ('The Executives')

Sellers/shareholders

DCC Limited

Shareholder/seller

Elmbank Limited

Shareholder/seller

Procedural Posture

Competition Authority Decision / Final Decision and Certification

Legal Issues

  1. 1 Whether the acquisition agreement and associated non-competition clauses offend Section 4(1) of the Competition Act, 1991
  2. 2 Whether the duration, scope, and subject matter of the non-competition clauses are reasonable and justified
  3. 3 Whether the shareholding restrictions distort competition

Ratio Decidendi

The agreement for the acquisition of Kindle Group Limited by ACT Group plc, including the non-competition and shareholding restrictions as amended, does not prevent, restrict, or distort competition within the meaning of Section 4(1) of the Competition Act, 1991, as the restrictions are reasonable in duration, scope, and subject matter, and the parties' combined market share in Ireland is negligible.

Court Disposition

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

Orders

  • The Competition Authority certifies that the agreement between ACT Group Ltd. and Messrs Kilduff, Nagle, Kinsella and Downey, Elmbank Ltd. and DCC Ltd. for the transfer of shares in Kindle Group Ltd., as notified and amended, does not offend Section 4(1) of the Competition Act, 1991.