Grand Hotel Malahide Ltd/Elvetham Ltd/Goodbody James Capel [1995] IECA 403 (22nd June, 1995)

Grand Hotel Malahide Ltd/Elvetham Ltd/Goodbody James Capel [1995] IECA 403 (22nd June, 1995)

The share subscription agreement and associated restrictive covenants, including non-compete and share disposal restrictions, were necessary to protect the investment and did not offend Section 4(1) of the Competition Act, 1991, as they were ancillary, internal, and did not restrict competition to any significant extent.

Citation
[1995] IECA 403
Parties
Subsidiary/company: The Grand Hotel Malahide Ltd; Majority Shareholder: Elvetham Ltd; Original Shareholder/covenantor: Matthew Ryan; Original Shareholder/covenantor: Maureen Ryan; Investor/nominee: Skerries Nominees Ltd; Stockbroker/manager: Goodbody James Capel (now Goodbody Stockbrokers)
Jurisdiction
Ireland
Procedural Posture
Competition Authority Decision / Final Decision and Certificate Issued
Outcome
Certificate issued; agreement does not offend Section 4(1) of the Competition Act, 1991.
Legal Topics
Share Subscription Agreement, Business Expansion Scheme, Non Compete Clauses, Venture Capital Investment, Section 4 Competition Act 1991
Competition Law Share Subscription Agreement Business Expansion Scheme Non Compete Clauses Venture Capital Investment Section 4 Competition Act 1991

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Parties

The Grand Hotel Malahide Ltd

Subsidiary/company

Elvetham Ltd

Majority Shareholder

Matthew Ryan

Original Shareholder/covenantor

Maureen Ryan

Original Shareholder/covenantor

Skerries Nominees Ltd

Investor/nominee

Goodbody James Capel (now Goodbody Stockbrokers)

Stockbroker/manager

Procedural Posture

Competition Authority Decision / Final Decision and Certificate Issued

Legal Issues

  1. 1 Whether the share subscription agreement and associated restrictive covenants offend Section 4(1) of the Competition Act, 1991

Ratio Decidendi

The share subscription agreement and associated restrictive covenants, including non-compete and share disposal restrictions, were necessary to protect the investment and did not offend Section 4(1) of the Competition Act, 1991, as they were ancillary, internal, and did not restrict competition to any significant extent.

Court Disposition

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

Orders

  • The Competition Authority certifies that the Share Subscription Agreement notified under Section 7(2) did not offend against Section 4(1) of the Competition Act, 1991.