Commerce Commission v Fletcher Challenge Ltd - [1989] 2 NZLR 554

Commercial law — Commerce Act — Mergers and takeovers — Company A and company B obtained separate clearances from Commerce Commission for each to acquire up to 100% of company C - Prior to obtaining clearances the two companies had discussed the takeover of company C but those discussions were not disclosed to Commission — Subsequently companies A and B entered into a joint venture, each acquiring 50% of company C - Later again companies A and B entered into a put and call share option agreement whereby company A acquired the whole of company C plus the whole of company D which had by then been made a subsidiary of company C - Whether undisclosed discussions between companies A and B amounted to a merger or takeover proposal — Whether joint companies A and B amounted to a merger or to takeover proposal — Whether joint venture amounted to a merger or takeover which required clearance by Commission — Whether put and call option amounted to a merger or takeover which required clearance by Commission — Whether delay by Commission in taking action should be taken into account — Whether declarations as to contravention should be made — Whether injunctions should issue — Commerce Act 1986, ss 2, 47, 48, 50, 51, 66, 67, 84, 85 and 89.