Standard Bank Investment Corporation Ltd v Competition Commission and Others; Liberty Life Association of Africa Ltd v Competition Commission and Others

Nedcor Limited proposed a merger with Standard Bank Investment Corporation Ltd, which would result in Nedcor acquiring more than 49% of the shares in a company controlling a bank. The merger would also indirectly give Nedcor’s controller, Old Mutual PLC, control over Liberty Life Association of Africa Ltd, a long-term insurer and competitor of Old Mutual. The merger therefore implicated both banking and long-term insurance regulatory regimes. Standard Bank and Liberty opposed the merger and contended that, in addition to approvals required under the Banks Act 94 of 1990 and the Long-Term Insurance Act 52 of 1998, approval was also required under the Competition Act 89 of 1998. Nedcor contended that bank and insurance mergers were excluded from the Competition Act because they were subject to public regulation by sector-specific authorities. The High Court held that competition approval was not required, and Standard Bank and Liberty appealed to the Supreme Court of Appeal.

The appeals by Standard Bank Investment Corporation Ltd and Liberty Life Association of Africa Ltd were dismissed. The decision of the court a quo was upheld, confirming that approval under the Competition Act was not required for the proposed bank and insurance mergers.

This case clarified the relationship between the Competition Act and sector-specific regulatory regimes in South Africa. It established that bank and long-term insurance mergers fall outside the jurisdiction of competition authorities where they are subject to approval by designated regulators. The judgment is a leading authority on the interpretation of s 3(1)(d) of the Competition Act and on the limits of purposive statutory interpretation.