Akzo Nobel N.V. v Competition Commission [2013] CAT 13 (29 April 2013)

Akzo Nobel N.V. v Competition Commission [2013] CAT 13 (29 April 2013)

The Tribunal held that the Commission erred in law in concluding that AkzoNobel was carrying on business in the United Kingdom for the purposes of section 86(1)(c) of the Enterprise Act 2002. The Commission's findings on centralised control and governance were insufficient to attribute the business activities of UK subsidiaries to AkzoNobel itself. The statutory language and company law principles require more than group-wide operational involvement to satisfy the jurisdictional threshold for a prohibition order with extraterritorial effect.

Citation
[2013] CAT 13
Parties
Applicant: Akzo Nobel N.V.; Respondent: Competition Commission; Intervener: Metlac Holding S.r.l.; Intervener: Metlac S.p.A.
Jurisdiction
United Kingdom
Judgment Date
29 April 2013
Procedural Posture
Judicial Review / Judgment
Outcome
Application allowed; Commission's prohibition order quashed.
Legal Topics
Merger Control, Judicial Review, Jurisdiction, Substantial Lessening of Competition (slc), Carrying on Business in the UK
Competition Law Administrative Law Merger Control Judicial Review Jurisdiction Substantial Lessening of Competition (slc) Carrying on Business in the UK

Case Brief

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Parties

Akzo Nobel N.V.

Applicant

Competition Commission

Respondent

Metlac Holding S.r.l.

Intervener

Metlac S.p.A.

Intervener

Procedural Posture

Judicial Review / Judgment

Legal Issues

  1. 1 Whether AkzoNobel is 'carrying on business in the United Kingdom' under section 86(1)(c) of the Enterprise Act 2002, permitting a prohibition order with extraterritorial effect.
  2. 2 Whether the Competition Commission erred in finding that Metlac competes more aggressively on price than other competitors, forming the basis for the SLC finding.
  3. 3 Whether the Commission's finding of a loss of competition in innovation was supported by evidence.

Ratio Decidendi

The Tribunal held that the Commission erred in law in concluding that AkzoNobel was carrying on business in the United Kingdom for the purposes of section 86(1)(c) of the Enterprise Act 2002. The Commission's findings on centralised control and governance were insufficient to attribute the business activities of UK subsidiaries to AkzoNobel itself. The statutory language and company law principles require more than group-wide operational involvement to satisfy the jurisdictional threshold for a prohibition order with extraterritorial effect.

Court Disposition

Application allowed; Commission's prohibition order quashed.

Orders

  • The Report of the Competition Commission is quashed.
  • The matter is remitted to the Commission for reconsideration in accordance with the Tribunal's ruling.