Development Capital Corporation Ltd/Direct Marketing Technologies Ltd/Shareholder Agreement [1997] IECA 479 (13th March, 1997)

Development Capital Corporation Ltd/Direct Marketing Technologies Ltd/Shareholder Agreement [1997] IECA 479 (13th March, 1997)

The notified share subscription agreement, as amended by waivers limiting the duration of non-compete and non-solicit clauses, does not offend Section 4(1) of the Competition Act, 1991 because the restrictions are now limited to periods and scope generally accepted as necessary to protect legitimate business interests and do not prevent, restrict, or distort competition.

Citation
[1997] IECA 479
Parties
Notifier/subscriber: Development Capital Corporation Ltd; Company: Direct Marketing Technologies Group Ltd (formerly Cartagena Ltd); Covenantor/shareholder/director: Matthew McNamara; Covenantor/shareholder/director: Anthony O'Donovan Johnstone; Covenantor/shareholder/director: James McGuirk
Jurisdiction
Ireland
Procedural Posture
Competition Authority Notification/decision / Final Decision on Notification Under Section 4 of the Competition Act, 1991
Outcome
Certificate issued; notified arrangements do not offend Section 4(1) of the Competition Act, 1991.
Legal Topics
Shareholder Agreements, Non Compete Clauses, Non Solicitation Clauses, Venture Capital Investment, Section 4 Competition Act 1991
Competition Law Shareholder Agreements Non Compete Clauses Non Solicitation Clauses Venture Capital Investment Section 4 Competition Act 1991

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Parties

Development Capital Corporation Ltd

Notifier/subscriber

Direct Marketing Technologies Group Ltd (formerly Cartagena Ltd)

Company

Matthew McNamara

Covenantor/shareholder/director

Anthony O'Donovan Johnstone

Covenantor/shareholder/director

James McGuirk

Covenantor/shareholder/director

Procedural Posture

Competition Authority Notification/decision / Final Decision on Notification Under Section 4 of the Competition Act, 1991

Legal Issues

  1. 1 Whether the notified share subscription agreement and related covenants offend Section 4(1) of the Competition Act, 1991 by preventing, restricting, or distorting competition

Ratio Decidendi

The notified share subscription agreement, as amended by waivers limiting the duration of non-compete and non-solicit clauses, does not offend Section 4(1) of the Competition Act, 1991 because the restrictions are now limited to periods and scope generally accepted as necessary to protect legitimate business interests and do not prevent, restrict, or distort competition.

Court Disposition

Certificate issued; notified arrangements do not offend Section 4(1) of the Competition Act, 1991.

Orders

  • Certificate issued that the Share Subscription Agreement, as amended, does not offend Section 4(1) of the Competition Act, 1991.