Accenture (South Africa) Proprietary Limited and Others v Competition Commission (SM154Oct15) [2016] ZACT 18 (27 January 2016)

Accenture (South Africa) Proprietary Limited and Others v Competition Commission (SM154Oct15) [2016] ZACT 18 (27 January 2016)

The Tribunal found that the original conditions imposed by the Commission were unnecessarily burdensome for Edcon, given its limited executive and management resources. The alternative conditions proposed by the merging parties, which included the separation of Edcon's retail operations from the joint venture and the implementation of Chinese walls, were deemed sufficient to address the risk of information exchange. As both the merging parties and the Commission agreed to these revised conditions and no contrary evidence was presented, the Tribunal approved the merger subject to the new conditions.

Citation
[2016] ZACT 18
Parties
Applicant: Accenture (South Africa) Proprietary Limited; Applicant: Accenture Holdings B.V.; Applicant: Edcon Limited; Applicant: Consumer Credit and Collection Services Joint Ventures; Respondent: Competition Commission
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
27 January 2016
Case Number
SM154Oct15
Procedural Posture
Review Application / Request for Reconsideration of Merger Conditions
Outcome
Merger approved subject to revised conditions agreed between the parties and the Commission.
Judges
N Manoim, A Roskam, A Ndoni
Legal Topics
Merger Control, Information Exchange, Chinese Walls, Board Composition
Competition Law Commercial and Corporate Merger Control Information Exchange Chinese Walls Board Composition

Case Brief

Summary, issues, holding and outcome

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Parties

Accenture (South Africa) Proprietary Limited

Applicant

Accenture Holdings B.V.

Applicant

Edcon Limited

Applicant

Consumer Credit and Collection Services Joint Ventures

Applicant

Competition Commission

Respondent

Procedural Posture

Review Application / Request for Reconsideration of Merger Conditions

Legal Issues

  1. 1 Whether the merger conditions imposed by the Competition Commission were unduly burdensome for Edcon and the merging parties.
  2. 2 Whether alternative conditions could adequately address the risk of information exchange between Edcon and its competitors via the joint venture.
  3. 3 Whether the Tribunal should approve the merger subject to the revised conditions agreed between the parties and the Commission.

Ratio Decidendi

The Tribunal found that the original conditions imposed by the Commission were unnecessarily burdensome for Edcon, given its limited executive and management resources. The alternative conditions proposed by the merging parties, which included the separation of Edcon's retail operations from the joint venture and the implementation of Chinese walls, were deemed sufficient to address the risk of information exchange. As both the merging parties and the Commission agreed to these revised conditions and no contrary evidence was presented, the Tribunal approved the merger subject to the new conditions.

Court Disposition

Merger approved subject to revised conditions agreed between the parties and the Commission.

Orders

  • The merger is approved subject to the implementation of the alternative conditions proposed by the merging parties and accepted by the Competition Commission.
  • Edcon's retail operations must be partitioned and separated from the joint venture.