Development Capital Corporation Ltd/Capco Holdings Ltd/ Shareholder Agreement [1997] IECA 478 (11th March, 1997)

Development Capital Corporation Ltd/Capco Holdings Ltd/ Shareholder Agreement [1997] IECA 478 (11th March, 1997)

The amended shareholder agreement, with non-compete restrictions limited to two years after cessation of shareholding and a one-year non-solicit clause post-employment, does not offend Section 4(1) of the Competition Act, 1991, as these restrictions are proportionate and necessary to protect the legitimate interests of the company and the investment made by DCC.

Citation
[1997] IECA 478
Parties
Notifier/subscriber: Development Capital Corporation Ltd; Notified Party/company: Capco Holdings Ltd; Covenantor/shareholder/director: Terence Hayden; Covenantor/shareholder/director: Brian Craig; Company Party to Agreement: Nikolaos Ltd (later Capco Ltd)
Jurisdiction
Ireland
Procedural Posture
Competition Authority Notification/decision / Final Decision and Certificate Issued
Outcome
Certificate issued; notified agreement as amended does not offend Section 4(1) of the Competition Act, 1991.
Legal Topics
Shareholder Agreements, Non Compete Clauses, Section 4 Competition Act 1991, Post Employment Restrictions
Competition Law Shareholder Agreements Non Compete Clauses Section 4 Competition Act 1991 Post Employment Restrictions

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Parties

Development Capital Corporation Ltd

Notifier/subscriber

Capco Holdings Ltd

Notified Party/company

Terence Hayden

Covenantor/shareholder/director

Brian Craig

Covenantor/shareholder/director

Nikolaos Ltd (later Capco Ltd)

Company Party to Agreement

Procedural Posture

Competition Authority Notification/decision / Final Decision and Certificate Issued

Legal Issues

  1. 1 Whether the shareholder agreement, including non-compete and non-solicit clauses, offends Section 4(1) of the Competition Act, 1991

Ratio Decidendi

The amended shareholder agreement, with non-compete restrictions limited to two years after cessation of shareholding and a one-year non-solicit clause post-employment, does not offend Section 4(1) of the Competition Act, 1991, as these restrictions are proportionate and necessary to protect the legitimate interests of the company and the investment made by DCC.

Court Disposition

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

Orders

  • Certificate issued confirming compliance with Section 4(1) of the Competition Act, 1991 for the amended shareholder agreement.