THE POSITION OF THE NON-COMPETE CLAUSE IN THE EC AND FINNISH COMPETITION LAW
Huhtamäki, Heikki (2010)
Huhtamäki, Heikki
2010
Kuvaus
Opinnäytetyö kokotekstinä PDF-muodossa.
Tiivistelmä
In acquisitions, it is practical and sometimes indispensable for the buyer to prohibit the seller from re-entering the market and competing with the sold company. If the seller proprietor instantly starts to compete with the company he/she has just sold, it can at worst make the whole acquisition worthless to the buyer. The clause used to prevent this from happening is usually called a non-compete clause or non-compete obligation. This thesis approaches the subject of the non-compete clause from the point of view of the EC competition law. Finnish contract law is also analyzed. The EC and the Finnish corporate law and merger regulations are discussed only in general. One of the main objectives is to outline a valid non-compete clause according to the EC and Finnish competition law and the Finnish contract law.
The non-compete clause is a common obligation used when a company is acquired. In general, problems with the non-compete obligation develop when the obligation has been breached by the seller-side. When breaching the seller generally claims that the clause is against the EC competition law or the Finnish competition law.
The Finnish competition legislation is also changing in the near future (2010). The Act on Competition Restrictions will be replaced with the Act on Competition. The new act will not bring any dramatic, fundamental changes to the Finnish competition law. Nonetheless, the structure of the Finnish competition legislation will change and be more analogous to the EC competition law and its fundamental legislation, Articles 81 and 82 of the EC Treaty.
The non-compete clause is a common obligation used when a company is acquired. In general, problems with the non-compete obligation develop when the obligation has been breached by the seller-side. When breaching the seller generally claims that the clause is against the EC competition law or the Finnish competition law.
The Finnish competition legislation is also changing in the near future (2010). The Act on Competition Restrictions will be replaced with the Act on Competition. The new act will not bring any dramatic, fundamental changes to the Finnish competition law. Nonetheless, the structure of the Finnish competition legislation will change and be more analogous to the EC competition law and its fundamental legislation, Articles 81 and 82 of the EC Treaty.