# Official Journal C 81/2 Ap

| | ISSN 1725-2423 |
| --- | --- |
| Official Journal
  of the European Union | C 81 |
| | |
| English edition | Information and Notices | Volume 482 April 2005 |

ISSN 1725-2423

Official Journal

of the European Union

C 81

English edition

Information and Notices

Volume 482 April 2005

---

| Notice No | Contents | page |
| --- | --- | --- |
| | I   Information |
| | Council |
| 2005/C 081/1 | Declaration by the Republic of Slovenia pursuant to Article 5 of Council Regulation (EC) No 1408/71 of 14 June 1971 on the application of social security schemes to employed persons, to self-employed persons and to members of their families moving within the Community | 1 |
| | Commission |
| 2005/C 081/2 | Interest rate applied by the European Central Bank to its main refinancing operations: 2,05 % on 1 April 2005 — Euro exchange rates | 3 |
| 2005/C 081/3 | Authorisation for State aid pursuant to Articles 87 and 88 of the EC Treaty — Cases where the Commission raises no objections (
  1
  ) | 4 |
| 2005/C 081/4 | Prior notification of a concentration (Case COMP/M.3726 — Dansk Supermarked/Netto) — Candidate case for simplified procedure (
  1
  ) | 6 |
| 2005/C 081/5 | Prior notification of a concentration (Case COMP/M.3782 — CVC/Forbo) — Candidate case for simplified procedure (
  1
  ) | 7 |
| 2005/C 081/6 | Prior notification of a concentration (Case COMP/M.3692 — Reuters/Telerate) (
  1
  ) | 8 |
| 2005/C 081/7 | Prior notification of a concentration (Case COMP/M.3772 — Aviva/RAC) (
  1
  ) | 9 |
| | European Central Bank |
| 2005/C 081/8 | Opinion of the European Central Bank of 17 March 2005 at the request of the Council of the European Union on a proposal for a Council decision concerning the signing of the Hague Convention on the Law applicable to certain rights in respect of securities held with an intermediary (COM(2003) 783 final) (CON/2005/7) | 10 |

Notice No

Contents

page

I   Information

Council

2005/C 081/1

Declaration by the Republic of Slovenia pursuant to Article 5 of Council Regulation (EC) No 1408/71 of 14 June 1971 on the application of social security schemes to employed persons, to self-employed persons and to members of their families moving within the Community

1

Commission

2005/C 081/2

Interest rate applied by the European Central Bank to its main refinancing operations: 2,05 % on 1 April 2005 — Euro exchange rates

3

2005/C 081/3

Authorisation for State aid pursuant to Articles 87 and 88 of the EC Treaty — Cases where the Commission raises no objections (
  1
  )

1

4

2005/C 081/4

Prior notification of a concentration (Case COMP/M.3726 — Dansk Supermarked/Netto) — Candidate case for simplified procedure (
  1
  )

1

6

2005/C 081/5

Prior notification of a concentration (Case COMP/M.3782 — CVC/Forbo) — Candidate case for simplified procedure (
  1
  )

1

7

2005/C 081/6

Prior notification of a concentration (Case COMP/M.3692 — Reuters/Telerate) (
  1
  )

1

8

2005/C 081/7

Prior notification of a concentration (Case COMP/M.3772 — Aviva/RAC) (
  1
  )

1

9

European Central Bank

2005/C 081/8

Opinion of the European Central Bank of 17 March 2005 at the request of the Council of the European Union on a proposal for a Council decision concerning the signing of the Hague Convention on the Law applicable to certain rights in respect of securities held with an intermediary (COM(2003) 783 final) (CON/2005/7)

10

| | |
| --- | --- |
| | (1)   Text with EEA relevance |

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(1)   Text with EEA relevance

1

| EN | |
| --- | --- |

EN

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I Information

Council

| 2.4.2005 | EN | Official Journal of the European Union | C 81/1 |
| --- | --- | --- | --- |

2.4.2005

EN

Official Journal of the European Union

C 81/1

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Declaration by the Republic of Slovenia pursuant to Article 5 of Council Regulation (EC) No 1408/71 of 14 June 1971 on the application of social security schemes to employed persons, to self-employed persons and to members of their families moving within the Community

(2005/C 81/01)

I.   THE LEGISLATION AND SCHEMES REFERRED TO IN ARTICLE 4(1) and (2)

Field: Pension and Invalidity Insurance

Concerning pension and invalidity insurance, Regulation 1408/71 shall apply to the following piece of national legislation:

| — | Pension and Invalidity Insurance Act (Official Gazette of the Republic of Slovenia, number 20/2004-ZPIZ-1-UPB2), without part XII, chapter III: Voluntary supplementary pension insurance, concerning the following four branches of social security as defined in Article 4(1) of the Regulation:






  (b) | invalidity benefits; |
| --- | --- | --- |

—

Pension and Invalidity Insurance Act (Official Gazette of the Republic of Slovenia, number 20/2004-ZPIZ-1-UPB2), without part XII, chapter III: Voluntary supplementary pension insurance, concerning the following four branches of social security as defined in Article 4(1) of the Regulation:

(b)

invalidity benefits;

| (c) | old-age benefits; |
| --- | --- |

(c)

old-age benefits;

| (d) | survivors' benefits; |
| --- | --- |

(d)

survivors' benefits;

| (e) | benefits in respect of accidents at work and occupational diseases. |
| --- | --- |

(e)

benefits in respect of accidents at work and occupational diseases.

Field: Maternity and Family Benefits

In the field of maternity and family benefits, Regulation 1408/71 shall apply to the following piece of national legislation:

| — | Parental Protection and Family Benefits Act (Official Gazette of the Republic of Slovenia, number 110/2003-ZSDP-UPB1)), concerning the following two branches:






  (a) | maternity benefits; |
| --- | --- | --- |

—

Parental Protection and Family Benefits Act (Official Gazette of the Republic of Slovenia, number 110/2003-ZSDP-UPB1)), concerning the following two branches:

(a)

maternity benefits;

| (h) | family benefits. |
| --- | --- |

(h)

family benefits.

Field: Health Insurance

In the field of health insurance, Regulation 1408/71 shall apply to the following piece of national legislation:

| — | Health Care and Health Insurance Act (Official Gazette of the Republic of Slovenia, number 20/2004-ZZVZZ-UPB1), concerning the following branches:






  (a) | sickness benefits; |
| --- | --- | --- |

—

Health Care and Health Insurance Act (Official Gazette of the Republic of Slovenia, number 20/2004-ZZVZZ-UPB1), concerning the following branches:

(a)

sickness benefits;

| (e) | benefits in respect of accidents at work; |
| --- | --- |

(e)

benefits in respect of accidents at work;

| (f) | death grants. |
| --- | --- |

(f)

death grants.

Field: Unemployment Insurance

With regard to unemployment insurance, Regulation 1408/71 shall apply to the following piece of national legislation:

| — | Employment and Insurance in Case of Unemployment Act (Official Gazette of the Republic of Slovenia, number 5/1991-ZZZPB, (17/1991, 2/1994 – corr.), 12/1992, 71/1993, 35/1994, 38/1994, 69/1998, 67/2002), concerning the following branches:






  (g) | unemployment benefits. |
| --- | --- | --- |

—

Employment and Insurance in Case of Unemployment Act (Official Gazette of the Republic of Slovenia, number 5/1991-ZZZPB, (17/1991, 2/1994 – corr.), 12/1992, 71/1993, 35/1994, 38/1994, 69/1998, 67/2002), concerning the following branches:

(g)

unemployment benefits.

II.   THE MINIMUM BENEFITS REFERRED TO IN ARTICLE 50

Field: Pension and Invalidity Insurance

Concerning the pension and invalidity insurance, Regulation 1408/71 shall apply to the following piece of national legislation:

| — | Pension and Invalidity Insurance Act (Official Gazette of the Republic of Slovenia, number 20/2004–ZPIZ-1-UPB2), without part XII, chapter III: Voluntary supplementary pension insurance. |
| --- | --- |

—

Pension and Invalidity Insurance Act (Official Gazette of the Republic of Slovenia, number 20/2004–ZPIZ-1-UPB2), without part XII, chapter III: Voluntary supplementary pension insurance.

---

Commission

| 2.4.2005 | EN | Official Journal of the European Union | C 81/3 |
| --- | --- | --- | --- |

2.4.2005

EN

Official Journal of the European Union

C 81/3

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Interest rate applied by the European Central Bank to its main refinancing operations (1):

2,05 % on 1 April 2005

Euro exchange rates (2)

1 April 2005

(2005/C 81/02)

1 euro=

| | Currency | Exchange rate |
| --- | --- | --- |
| USD | US dollar | 1,2959 |
| JPY | Japanese yen | 139,07 |
| DKK | Danish krone | 7,4502 |
| GBP | Pound sterling | 0,68665 |
| SEK | Swedish krona | 9,1687 |
| CHF | Swiss franc | 1,5527 |
| ISK | Iceland króna | 78,59 |
| NOK | Norwegian krone | 8,195 |
| BGN | Bulgarian lev | 1,9558 |
| CYP | Cyprus pound | 0,584 |
| CZK | Czech koruna | 30,031 |
| EEK | Estonian kroon | 15,6466 |
| HUF | Hungarian forint | 247,25 |
| LTL | Lithuanian litas | 3,4528 |
| LVL | Latvian lats | 0,696 |
| MTL | Maltese lira | 0,4304 |
| PLN | Polish zloty | 4,0876 |
| ROL | Romanian leu | 36 627 |
| SIT | Slovenian tolar | 239,7 |
| SKK | Slovak koruna | 38,75 |
| TRY | Turkish lira | 1,7521 |
| AUD | Australian dollar | 1,6803 |
| CAD | Canadian dollar | 1,5736 |
| HKD | Hong Kong dollar | 10,1063 |
| NZD | New Zealand dollar | 1,8239 |
| SGD | Singapore dollar | 2,1449 |
| KRW | South Korean won | 1 306,01 |
| ZAR | South African rand | 8,0119 |
| CNY | Chinese yuan renminbi | 10,7255 |
| HRK | Croatian kuna | 7,422 |
| IDR | Indonesian rupiah | 12 272,17 |
| MYR | Malaysian ringgit | 4,9243 |
| PHP | Philippine peso | 70,944 |
| RUB | Russian rouble | 36,115 |
| THB | Thai baht | 50,745 |

Currency

Exchange rate

USD

US dollar

1,2959

JPY

Japanese yen

139,07

DKK

Danish krone

7,4502

GBP

Pound sterling

0,68665

SEK

Swedish krona

9,1687

CHF

Swiss franc

1,5527

ISK

Iceland króna

78,59

NOK

Norwegian krone

8,195

BGN

Bulgarian lev

1,9558

CYP

Cyprus pound

0,584

CZK

Czech koruna

30,031

EEK

Estonian kroon

15,6466

HUF

Hungarian forint

247,25

LTL

Lithuanian litas

3,4528

LVL

Latvian lats

0,696

MTL

Maltese lira

0,4304

PLN

Polish zloty

4,0876

ROL

Romanian leu

36 627

SIT

Slovenian tolar

239,7

SKK

Slovak koruna

38,75

TRY

Turkish lira

1,7521

AUD

Australian dollar

1,6803

CAD

Canadian dollar

1,5736

HKD

Hong Kong dollar

10,1063

NZD

New Zealand dollar

1,8239

SGD

Singapore dollar

2,1449

KRW

South Korean won

1 306,01

ZAR

South African rand

8,0119

CNY

Chinese yuan renminbi

10,7255

HRK

Croatian kuna

7,422

IDR

Indonesian rupiah

12 272,17

MYR

Malaysian ringgit

4,9243

PHP

Philippine peso

70,944

RUB

Russian rouble

36,115

THB

Thai baht

50,745

---

(1)  Rate applied to the most recent operation carried out before the indicated day. In the case of a variable rate tender, the interest rate is the marginal rate.

(2)

Source: reference exchange rate published by the ECB.

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| 2.4.2005 | EN | Official Journal of the European Union | C 81/4 |
| --- | --- | --- | --- |

2.4.2005

EN

Official Journal of the European Union

C 81/4

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Authorisation for State aid pursuant to Articles 87 and 88 of the EC Treaty

Cases where the Commission raises no objections

(2005/C 81/03)

(Text with EEA relevance)

Date of adoption of the decision:

Member State: United Kingdom

Aid No: N2/04

Title: Aggregates Levy Northern Ireland

Objective: Environmental Aid

Legal basis: Finance Act 2004

Aid intensity or amount: GBP 225 million

Duration: 2004-2011

Other information: The authentic text of the decision, from which all confidential information has been removed, can be found at

http://europa.eu.int/comm/secretariat_general/sgb/state_aids

Date of adoption of the decision:

Member State (Region): Italy

Aid No: N 147/2004

Title: Modification of the part of the Italian regional aid map for 2000-06 concerning the regions eligible for the derogation provided for in Article 87(3)(c) of the Treaty

Objective (sector): Regional aid

Aid intensity or amount: For the areas concerned by the revision (Article 87(3)(c) areas in Molise): 20 % nge for large undertakings and 30 % nge for SMEs

Duration: Until 31 December 2006

Other information: The authentic text(s) of the decision, from which all confidential information has been removed, can be found at

http://europa.eu.int/secretariat_general/sgb/state_aids

Date of adoption of the decision:

Member State (Region): Italy

Aid No: N 236/04

Title: Modification of N322/03 - training aid to Fiat and Comau

Objective (sector): The training project is, according to the Italian authorities, an important mean not only for the accomplishment of the Fiat Group's industrial plan, but also for the improvement of Fiat Group's personnel's employability. The projects' goal is to develop competencies and know-how that can be employed not only within the group itself, but also in a wider context.

Legal basis (in original language): La base giuridica è costituita dall'articolo 9 della legge 19 luglio1993, n. 236: ‘Interventi urgenti a sostegno dell'occupazione’ (ed inoltre l'Accordo quadro Fiat del dicembre 2002 e gli Accordi sindacali del 18 dicembre 2003).

Budget: The aid amount will be of € 5 132 970.

Aid intensity or amount: The aid intensity will be 33.7 % of the eligible costs for specific training (representing 15.9 % of the total training provided) and 58.6 % for general training.

Duration: The modified training plan will last from 2004 to 2006.

Other information: The authentic text(s) of the decision, from which all confidential information has been removed, can be found at

http://europa.eu.int/comm/secretariat_general/sgb/state_aids

Date of adoption of the decision:

Member State: Ireland

Aid No: N 257/2004

Title: Extension to the scheme of reliefs for the renewal of certain rural areas (Ex N 271/2002)

Objective: Promote regional development

Legal basis (in original language): Taxes Consolidation Act 1997 as amended by Finance Act 2004 section 26(1)(b)

Budget: EUR 20 million in 2005, EUR 15 million in 2006

Aid intensity or amount: In accordance with regional aid map 2000-2006

Duration: 31 December 2004 until 31 July 2006

Other information: The authentic text(s) of the decision, from which all confidential information has been removed, can be found at

http://europa.eu.int/comm/secretariat_general/sgb/state_aids

Date of adoption of the decision:

Member State: The Netherlands

Aid No: N 304/2003

Title: Aid in favour of Akzo-Nobel in order to minimise chlorine transports

Objective: the aid will be used for the relocation of production facilities of chlorine and mono-chlorine acetic acid with a view to minimise chlorine transport in the Netherlands. (Chemical industry)

Legal basis: a binding covenant between the government and Akzo Nobel

Budget: 22.5 — 32.5 million Euro depending on actual investment cost, and an indemnification of 31.68 million Euro

Duration: The relocation should be realised by 2006.

Other information: The authentic text(s) of the decision, from which all confidential information has been removed, can be found at

http://europa.eu.int/comm/secretariat_general/sgb/state_aids

Date of adoption of the decision:

Member State: Germany

Aid No: N 493/2003

Title: Aid to the coal industry for 2004

Objective: supporting the coal production in order to make a contribution to the objective of energy security and the need to continue the restructuring process of the coal industry

Legal basis: Council Regulation (EC) No 1407/2002 on State aid to the coal industry

Budget: EUR 3,040.6 million

Aid intensity or amount: Aid for the reduction of activity and production aid covers the difference between production costs and selling price. Aid to cover exceptional costs covers the costs arising from of having arisen from the rationalisation and restructuring of the coal industry

Duration: 2004

Other information: The authentic text(s) of the decision, from which all confidential information has been removed, can be found at

http://europa.eu.int/comm/secretariat_general/sgb/state_aids

Date of adoption of the decision:

Member State (Region): Germany (Saxony)

Aid No: N 612/2003

Title: Large Investment aid in favour of Sachsenmilch Anlagen Holding AG (SAHO) and Sachsenmilch Investitions-GmbH (SMIG)

Objective: Regional Development, 1998 Multisectoral Framework

Legal basis: Investitionszulagengesetz 1999 vom 11.10.2002, BGBl 1 Nr. 74, S. 4034

Aid amount: EUR 31.29 million

Aid intensity: 24.5 %

Eligible expenditure: EUR 127.70 million

Duration: March 2003 — December 2006

Other information: Commitment by Germany to comply with the obligations regarding ex-post monitoring according to point 6 of the Multisectoral Framework on regional aid for large investment projects.

The authentic text of the decision, from which all confidential information has been removed, can be found at

http://europa.eu.int/comm/secretariat_general/sgb/state_aids

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| 2.4.2005 | EN | Official Journal of the European Union | C 81/6 |
| --- | --- | --- | --- |

2.4.2005

EN

Official Journal of the European Union

C 81/6

---

Prior notification of a concentration

(Case COMP/M.3726 — Dansk Supermarked/Netto)

Candidate case for simplified procedure

(2005/C 81/04)

(Text with EEA relevance)

| 1. | On 18 March 2005, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (1) by which the undertaking Dansk Supermarked A/S (‘DS’, Denmark), jointly controlled by A.P. Møller — Mærsk Group (‘A.P. Møller’, Denmark) and F. Salling A/S (‘F. Salling’, Denmark), acquires within the meaning of Article 3(1)(b) of the Council Regulation control of the whole of the undertaking Offene Handelsgesellschaft Netto Supermarkt GmbH CO (‘NS’, Germany) by way of purchase of shares. |
| --- | --- |

1.

On 18 March 2005, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (1) by which the undertaking Dansk Supermarked A/S (‘DS’, Denmark), jointly controlled by A.P. Møller — Mærsk Group (‘A.P. Møller’, Denmark) and F. Salling A/S (‘F. Salling’, Denmark), acquires within the meaning of Article 3(1)(b) of the Council Regulation control of the whole of the undertaking Offene Handelsgesellschaft Netto Supermarkt GmbH CO (‘NS’, Germany) by way of purchase of shares.

| 2. | The business activities of the undertakings concerned are:






  — | for DS: retail of daily consumer goods mainly in Denmark, |
| --- | --- | --- |

2.

The business activities of the undertakings concerned are:

—

for DS: retail of daily consumer goods mainly in Denmark,

| — | for A.P. Møller: mainly shipping, oil drilling, shipbuilding, aviation and retail, |
| --- | --- |

—

for A.P. Møller: mainly shipping, oil drilling, shipbuilding, aviation and retail,

| — | for F. Salling: primarily active in the retail sector in Denmark, |
| --- | --- |

—

for F. Salling: primarily active in the retail sector in Denmark,

| — | for NS: retail of daily consumer goods in Germany. |
| --- | --- |

—

for NS: retail of daily consumer goods in Germany.

| 3. | On preliminary examination, the Commission finds that the notified transaction could fall within the scope of Regulation (EC) No 139/2004. However, the final decision on this point is reserved. Pursuant to the Commission Notice on a simplified procedure for treatment of certain concentrations under Council Regulation (EC) No 139/2004 (2) it should be noted that this case is a candidate for treatment under the procedure set out in the Notice. |
| --- | --- |

3.

On preliminary examination, the Commission finds that the notified transaction could fall within the scope of Regulation (EC) No 139/2004. However, the final decision on this point is reserved. Pursuant to the Commission Notice on a simplified procedure for treatment of certain concentrations under Council Regulation (EC) No 139/2004 (2) it should be noted that this case is a candidate for treatment under the procedure set out in the Notice.

| 4. | The Commission invites interested third parties to submit their possible observations on the proposed operation to the Commission.
  Observations must reach the Commission not later than 10 days following the date of this publication. Observations can be sent to the Commission by fax (No (32-2) 296 43 01 or 296 72 44) or by post, under reference number COMP/M. 3726 — Dansk Supermarked/Netto, to the following address:





  European Commission |
| --- | --- |
| Directorate-General for Competition, |
| Merger Registry |
| J-70 |
| B-1049 Bruxelles/Brussel |

4.

The Commission invites interested third parties to submit their possible observations on the proposed operation to the Commission.

Observations must reach the Commission not later than 10 days following the date of this publication. Observations can be sent to the Commission by fax (No (32-2) 296 43 01 or 296 72 44) or by post, under reference number COMP/M. 3726 — Dansk Supermarked/Netto, to the following address:

European Commission

Directorate-General for Competition,

Merger Registry

J-70

B-1049 Bruxelles/Brussel

---

(1)  OJ L 24, 29.1.2004, p. 1.

(2)  Available on DG COMP website:

http://europa.eu.int/comm/competition/mergers/legislation/consultation/simplified_tru.pdf.

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| 2.4.2005 | EN | Official Journal of the European Union | C 81/7 |
| --- | --- | --- | --- |

2.4.2005

EN

Official Journal of the European Union

C 81/7

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Prior notification of a concentration

(Case COMP/M.3782 — CVC/Forbo)

Candidate case for simplified procedure

(2005/C 81/05)

(Text with EEA relevance)

| 1. | On 22 March 2005, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (1) by which the undertaking CVC European Equity Partners III L.P. (‘CVC’, Grand Cayman), through its subsidiary AFB Investment S.A., Luxemburg, acquires within the meaning of Article 3(1)(b) of the Council Regulation control of the whole of the undertaking Forbo Holding AG (‘Forbo’, Switzerland) by way of a public bid announced on 8 March 2005. |
| --- | --- |

1.

On 22 March 2005, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (1) by which the undertaking CVC European Equity Partners III L.P. (‘CVC’, Grand Cayman), through its subsidiary AFB Investment S.A., Luxemburg, acquires within the meaning of Article 3(1)(b) of the Council Regulation control of the whole of the undertaking Forbo Holding AG (‘Forbo’, Switzerland) by way of a public bid announced on 8 March 2005.

| 2. | The business activities of the undertakings concerned are:






  — | CVC: Private equity company, |
| --- | --- | --- |

2.

The business activities of the undertakings concerned are:

—

CVC: Private equity company,

| — | Forbo: Flooring, adhesives and belting. |
| --- | --- |

—

Forbo: Flooring, adhesives and belting.

| 3. | On preliminary examination, the Commission finds that the notified transaction could fall within the scope of Regulation (EC) No 139/2004. However, the final decision on this point is reserved. Pursuant to the Commission Notice on a simplified procedure for treatment of certain concentrations under Council Regulation (EC) No 139/2004 (2) it should be noted that this case is a candidate for treatment under the procedure set out in the Notice. |
| --- | --- |

3.

On preliminary examination, the Commission finds that the notified transaction could fall within the scope of Regulation (EC) No 139/2004. However, the final decision on this point is reserved. Pursuant to the Commission Notice on a simplified procedure for treatment of certain concentrations under Council Regulation (EC) No 139/2004 (2) it should be noted that this case is a candidate for treatment under the procedure set out in the Notice.

| 4. | The Commission invites interested third parties to submit their possible observations on the proposed operation to the Commission.
  Observations must reach the Commission not later than 10 days following the date of this publication. Observations can be sent to the Commission by fax (No (32-2) 296 43 01 or 296 72 44) or by post, under reference number COMP/M.3782 — CVC/Forbo, to the following address:





  European Commission |
| --- | --- |
| Directorate-General for Competition, |
| Merger Registry |
| J-70 |
| B-1049 Bruxelles/Brussel |

4.

The Commission invites interested third parties to submit their possible observations on the proposed operation to the Commission.

Observations must reach the Commission not later than 10 days following the date of this publication. Observations can be sent to the Commission by fax (No (32-2) 296 43 01 or 296 72 44) or by post, under reference number COMP/M.3782 — CVC/Forbo, to the following address:

European Commission

Directorate-General for Competition,

Merger Registry

J-70

B-1049 Bruxelles/Brussel

---

(1)  OJ L 24, 29.1.2004, p. 1.

(2)  Available on DG COMP website:

http://europa.eu.int/comm/competition/mergers/legislation/consultation/simplified_tru.pdf.

---

| 2.4.2005 | EN | Official Journal of the European Union | C 81/8 |
| --- | --- | --- | --- |

2.4.2005

EN

Official Journal of the European Union

C 81/8

---

Prior notification of a concentration

(Case COMP/M.3692 — Reuters/Telerate)

(2005/C 81/06)

(Text with EEA relevance)

| 1. | On 29 March 2005, the Commission received a notification of a proposed concentration pursuant to Article 4 and following a referral pursuant to Article 4(5) of Council Regulation (EC) No 139/2004 (1) by which the undertaking Reuters Limited (‘Reuters’), United Kingdom, acquires within the meaning of Article 3(1)(b) of the Council Regulation control of the whole of the undertaking Moneyline Telerate Holdings (‘Telerate’), USA, by way of purchase of assets. |
| --- | --- |

1.

On 29 March 2005, the Commission received a notification of a proposed concentration pursuant to Article 4 and following a referral pursuant to Article 4(5) of Council Regulation (EC) No 139/2004 (1) by which the undertaking Reuters Limited (‘Reuters’), United Kingdom, acquires within the meaning of Article 3(1)(b) of the Council Regulation control of the whole of the undertaking Moneyline Telerate Holdings (‘Telerate’), USA, by way of purchase of assets.

| 2. | The business activities of the undertakings concerned are:






  — | for undertaking Reuters: Provision of information for financial services, media and corporate sectors, |
| --- | --- | --- |

2.

The business activities of the undertakings concerned are:

—

for undertaking Reuters: Provision of information for financial services, media and corporate sectors,

| — | for undertaking Telerate: Provider of financial market data and news. |
| --- | --- |

—

for undertaking Telerate: Provider of financial market data and news.

| 3. | On preliminary examination, the Commission finds that the notified transaction could fall within the scope of Regulation (EC) No 139/2004. However, the final decision on this point is reserved. |
| --- | --- |

3.

On preliminary examination, the Commission finds that the notified transaction could fall within the scope of Regulation (EC) No 139/2004. However, the final decision on this point is reserved.

| 4. | The Commission invites interested third parties to submit their possible observations on the proposed operation to the Commission.
  Observations must reach the Commission not later than 10 days following the date of this publication. Observations can be sent to the Commission by fax (No (32-2) 296 43 01 or 296 72 44) or by post, under reference number COMP/M.3692 — Reuters/Telerate, to the following address:





  European Commission |
| --- | --- |
| Directorate-General for Competition, |
| Merger Registry |
| J-70 |
| B-1049 Bruxelles/Brussel |

4.

The Commission invites interested third parties to submit their possible observations on the proposed operation to the Commission.

Observations must reach the Commission not later than 10 days following the date of this publication. Observations can be sent to the Commission by fax (No (32-2) 296 43 01 or 296 72 44) or by post, under reference number COMP/M.3692 — Reuters/Telerate, to the following address:

European Commission

Directorate-General for Competition,

Merger Registry

J-70

B-1049 Bruxelles/Brussel

---

(1)  OJ L 24, 29.1.2004, p. 1.

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| 2.4.2005 | EN | Official Journal of the European Union | C 81/9 |
| --- | --- | --- | --- |

2.4.2005

EN

Official Journal of the European Union

C 81/9

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Prior notification of a concentration

(Case COMP/M.3772 — Aviva/RAC)

(2005/C 81/07)

(Text with EEA relevance)

| 1. | On 29 March 2005 the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (1) by which the undertaking Aviva plc (‘Aviva’, United Kingdom), belonging to the Aviva group, acquires within the meaning of Article 3(1)(b) of the Council Regulation control of the whole of the undertaking RAC plc (‘RAC’, United Kingdom) by way of public bid announced on 9 March 2005. |
| --- | --- |

1.

On 29 March 2005 the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (1) by which the undertaking Aviva plc (‘Aviva’, United Kingdom), belonging to the Aviva group, acquires within the meaning of Article 3(1)(b) of the Council Regulation control of the whole of the undertaking RAC plc (‘RAC’, United Kingdom) by way of public bid announced on 9 March 2005.

| 2. | The business activities of the undertakings concerned are:






  — | for Aviva: provision of life and non-life insurance; long term savings and fund management, |
| --- | --- | --- |

2.

The business activities of the undertakings concerned are:

—

for Aviva: provision of life and non-life insurance; long term savings and fund management,

| — | for RAC: provision of motoring and vehicle related products and services, including roadside assistance, driving tuition, vehicle leasing and fleet management. |
| --- | --- |

—

for RAC: provision of motoring and vehicle related products and services, including roadside assistance, driving tuition, vehicle leasing and fleet management.

| 3. | On preliminary examination, the Commission finds that the notified transaction could fall within the scope of Regulation (EC) No 139/2004. However, the final decision on this point is reserved. |
| --- | --- |

3.

On preliminary examination, the Commission finds that the notified transaction could fall within the scope of Regulation (EC) No 139/2004. However, the final decision on this point is reserved.

| 4. | The Commission invites interested third parties to submit their possible observations on the proposed operation to the Commission.
  Observations must reach the Commission not later than 10 days following the date of this publication. Observations can be sent to the Commission by fax (No (32-2) 296 43 01 or 296 72 44) or by post, under reference number COMP/M.3772 — Aviva/RAC, to the following address:





  European Commission |
| --- | --- |
| Directorate-General for Competition, |
| Merger Registry |
| J-70 |
| B-1049 Bruxelles/Brussel |

4.

The Commission invites interested third parties to submit their possible observations on the proposed operation to the Commission.

Observations must reach the Commission not later than 10 days following the date of this publication. Observations can be sent to the Commission by fax (No (32-2) 296 43 01 or 296 72 44) or by post, under reference number COMP/M.3772 — Aviva/RAC, to the following address:

European Commission

Directorate-General for Competition,

Merger Registry

J-70

B-1049 Bruxelles/Brussel

---

(1)  OJ L 24, 29.1.2004, p. 1.

---

European Central Bank

| 2.4.2005 | EN | Official Journal of the European Union | C 81/10 |
| --- | --- | --- | --- |

2.4.2005

EN

Official Journal of the European Union

C 81/10

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OPINION OF THE EUROPEAN CENTRAL BANK

of 17 March 2005

at the request of the Council of the European Union on a proposal for a Council decision concerning the signing of the Hague Convention on the Law applicable to certain rights in respect of securities held with an intermediary (COM(2003) 783 final)

(CON/2005/7)

(2005/C 81/08)

Introduction

| 1. | On 31 January 2005 the European Central Bank (ECB) received a request from the Council of the European Union for an opinion on a proposal for a Council decision concerning the signing of the Hague Convention on the Law applicable to certain rights in respect of securities held with an intermediary (hereinafter the ‘proposed decision’) (1). |
| --- | --- |

1.

On 31 January 2005 the European Central Bank (ECB) received a request from the Council of the European Union for an opinion on a proposal for a Council decision concerning the signing of the Hague Convention on the Law applicable to certain rights in respect of securities held with an intermediary (hereinafter the ‘proposed decision’) (1).

| 2. | The ECB's competence to deliver an opinion is based on the first indent of Article 105(4) of the Treaty establishing the European Community. The proposed decision's sole objective is to authorise the signature of the Convention on behalf of the Community. The proposed decision is a ‘proposed Community act’ within the meaning of Article 105(4) of the Treaty for the following reasons:






  — | an international agreement is binding on the Community and an integral part of Community law (2); and |
| --- | --- | --- |

2.

The ECB's competence to deliver an opinion is based on the first indent of Article 105(4) of the Treaty establishing the European Community. The proposed decision's sole objective is to authorise the signature of the Convention on behalf of the Community. The proposed decision is a ‘proposed Community act’ within the meaning of Article 105(4) of the Treaty for the following reasons:

—

an international agreement is binding on the Community and an integral part of Community law (2); and

| — | a Community institution's decision authorising, on behalf of the Community, the signature of an international agreement that is intended to have legal effects in the Community is itself a Community act (3). |
| --- | --- |

—

a Community institution's decision authorising, on behalf of the Community, the signature of an international agreement that is intended to have legal effects in the Community is itself a Community act (3).

The Convention directly concerns the fields of competence of the Eurosystem and the ECB, since it:

| (i) | might have consequences for the smooth, efficient and sound operation of clearing and payment systems in the euro area (Article 105(2) of the Treaty and Article 3.1 and Article 22 of the Statute of the European System of Central Banks and of the European Central Bank); and |
| --- | --- |

(i)

might have consequences for the smooth, efficient and sound operation of clearing and payment systems in the euro area (Article 105(2) of the Treaty and Article 3.1 and Article 22 of the Statute of the European System of Central Banks and of the European Central Bank); and

| (ii) | might have consequences for the definition and implementation of monetary policy in the euro area (Article 105(2) of the Treaty and Article 3.1 of the Statute), in particular in view of the Eurosystem's obligation to conduct its credit operations on the basis of adequate collateral (Article 18.1 of the Statute). |
| --- | --- |

(ii)

might have consequences for the definition and implementation of monetary policy in the euro area (Article 105(2) of the Treaty and Article 3.1 of the Statute), in particular in view of the Eurosystem's obligation to conduct its credit operations on the basis of adequate collateral (Article 18.1 of the Statute).

The ECB also notes that the Convention, if signed and ratified by the Community, would, upon its entry into force, directly affect key provisions in Community legislation on which the ECB and the European Monetary Institute (EMI) have been consulted in the past (4).

In accordance with the first sentence of Article 17.5 of the Rules of Procedure of the European Central Bank, the Governing Council has adopted this opinion.

| 3. | The Convention intends to establish a universally applicable conflict-of-law regime that determines the law applicable to certain issues in respect of the holding, transfer and collateralisation of securities credited to a securities account (hereinafter ‘book-entry securities’) held with an intermediary in an international context. As noted in the preamble to the Convention, the Convention is motivated by the ‘practical need in a large and growing global financial market to provide legal certainty and predictability as to the law applicable to securities that are now commonly held through clearing and settlement systems or other intermediaries’, with the aim of ‘reducing legal risk, systemic risk and associated costs ... so as to facilitate the international flow of capital and access to capital markets’. The heart of the Convention's regime is laid down in Article 4(1). According to this provision, the law applicable to the issues covered by the Convention is the law in force in the State that the relevant intermediary and the account holder have expressly agreed as governing their account agreement, or the law of the State that this agreement expressly provides as applicable to these issues. This primary rule is tempered by a so-called ‘reality test’ as the Convention also requires the relevant intermediary to have, at the time of the agreement, an office in that State which is engaged in a business or other regular activity of maintaining securities accounts (hereinafter the ‘relevant office requirement’). Thus, the Convention establishes a conflict-of-law regime that is primarily based on the freedom of contract of the relevant intermediary and the account holder, which is only subject to a relevant office requirement intended to avoid entirely arbitrary choices. The Convention sets out three fall-back rules to determine the applicable law where the parties to the account agreement have not expressly chosen the applicable law. |
| --- | --- |

3.

The Convention intends to establish a universally applicable conflict-of-law regime that determines the law applicable to certain issues in respect of the holding, transfer and collateralisation of securities credited to a securities account (hereinafter ‘book-entry securities’) held with an intermediary in an international context. As noted in the preamble to the Convention, the Convention is motivated by the ‘practical need in a large and growing global financial market to provide legal certainty and predictability as to the law applicable to securities that are now commonly held through clearing and settlement systems or other intermediaries’, with the aim of ‘reducing legal risk, systemic risk and associated costs ... so as to facilitate the international flow of capital and access to capital markets’. The heart of the Convention's regime is laid down in Article 4(1). According to this provision, the law applicable to the issues covered by the Convention is the law in force in the State that the relevant intermediary and the account holder have expressly agreed as governing their account agreement, or the law of the State that this agreement expressly provides as applicable to these issues. This primary rule is tempered by a so-called ‘reality test’ as the Convention also requires the relevant intermediary to have, at the time of the agreement, an office in that State which is engaged in a business or other regular activity of maintaining securities accounts (hereinafter the ‘relevant office requirement’). Thus, the Convention establishes a conflict-of-law regime that is primarily based on the freedom of contract of the relevant intermediary and the account holder, which is only subject to a relevant office requirement intended to avoid entirely arbitrary choices. The Convention sets out three fall-back rules to determine the applicable law where the parties to the account agreement have not expressly chosen the applicable law.

| 4. | The Convention determines not only the law applicable to the legal nature and effects against an intermediary of the rights resulting from a credit of securities to a securities account or of a disposition of securities held with an intermediary. In addition, it determines the law applicable to the legal nature and effects against third parties of the rights resulting from such credit or of such disposition, including whether a person's interest in securities held with an intermediary extinguishes or has priority over another person's interest. Also, in view of the broad definition of the internationality requirement in Article 3 of the Convention as 'all cases involving a choice between the laws of different States', the Convention would apply beyond the traditional conflict-of-laws cases to any case involving book-entry securities containing a foreign element (see paragraphs 3-1 to 3-5 of the Explanatory Report on the Hague Convention on the Law applicable to certain rights in respect of securities held with an intermediary (hereinafter the ‘Hague Convention Report’), and paragraphs 3-8 and 3-9 illustrating the scope of the internationality requirement). |
| --- | --- |

4.

The Convention determines not only the law applicable to the legal nature and effects against an intermediary of the rights resulting from a credit of securities to a securities account or of a disposition of securities held with an intermediary. In addition, it determines the law applicable to the legal nature and effects against third parties of the rights resulting from such credit or of such disposition, including whether a person's interest in securities held with an intermediary extinguishes or has priority over another person's interest. Also, in view of the broad definition of the internationality requirement in Article 3 of the Convention as 'all cases involving a choice between the laws of different States', the Convention would apply beyond the traditional conflict-of-laws cases to any case involving book-entry securities containing a foreign element (see paragraphs 3-1 to 3-5 of the Explanatory Report on the Hague Convention on the Law applicable to certain rights in respect of securities held with an intermediary (hereinafter the ‘Hague Convention Report’), and paragraphs 3-8 and 3-9 illustrating the scope of the internationality requirement).

General considerations

| 5. | The ECB acknowledges the critical importance of ex ante legal certainty as to the law applicable to certain issues relating to the holding, transfer and collateralisation of book-entry securities held with intermediaries in an international context, and of reducing systemic risks that might result from any uncertainties in this respect. The ECB also recognises the benefits of establishing a universally applicable and uniform conflict-of-law regime, such as that of the Convention, in enhancing the efficiency and flexibility of both European and global financial markets. The ECB therefore generally welcomes the purpose of the Convention. |
| --- | --- |

5.

The ECB acknowledges the critical importance of ex ante legal certainty as to the law applicable to certain issues relating to the holding, transfer and collateralisation of book-entry securities held with intermediaries in an international context, and of reducing systemic risks that might result from any uncertainties in this respect. The ECB also recognises the benefits of establishing a universally applicable and uniform conflict-of-law regime, such as that of the Convention, in enhancing the efficiency and flexibility of both European and global financial markets. The ECB therefore generally welcomes the purpose of the Convention.

| 6. | The ECB noted when consulted by the Council on the Collateral Directive (5): ‘the ECB supports the creation of legal certainty with regard to cross-border use of book-entry assets, by the introduction of a clear and unique rule for determining where such assets are located, building on and further specifying the principles contained in the Settlement Finality Directive. This will not only support the efficiency of operations necessary for the conduct of the single monetary policy where the Eurosystem provides liquidity to its counterparties against collateral both in a domestic and in a cross-border context, but also enhance the legal certainty and efficiency of those operations where money market participants balance this liquidity across the market with transactions among themselves that match individual surpluses and shortages of liquidity ... In this context, the ECB urges the entities concerned, in particular the Member States, to try to achieve, in the context of the on-going discussions on a draft convention on “the law applicable to dispositions of securities held through indirect holding systems” at the level of the Hague Conference on private international law, a solution which is consistent with the principles contained both in Article 10 of the proposed Directive and in Article 9(2) of the Settlement Finality Directive’ (6). |
| --- | --- |

6.

The ECB noted when consulted by the Council on the Collateral Directive (5): ‘the ECB supports the creation of legal certainty with regard to cross-border use of book-entry assets, by the introduction of a clear and unique rule for determining where such assets are located, building on and further specifying the principles contained in the Settlement Finality Directive. This will not only support the efficiency of operations necessary for the conduct of the single monetary policy where the Eurosystem provides liquidity to its counterparties against collateral both in a domestic and in a cross-border context, but also enhance the legal certainty and efficiency of those operations where money market participants balance this liquidity across the market with transactions among themselves that match individual surpluses and shortages of liquidity ... In this context, the ECB urges the entities concerned, in particular the Member States, to try to achieve, in the context of the on-going discussions on a draft convention on “the law applicable to dispositions of securities held through indirect holding systems” at the level of the Hague Conference on private international law, a solution which is consistent with the principles contained both in Article 10 of the proposed Directive and in Article 9(2) of the Settlement Finality Directive’ (6).

| 7. | The ECB also notes that the Community has rightly endeavoured to address the problems in applying traditional lex rei sitae principles to book-entry securities by developing conflict-of-law rules rejecting a look-through approach and determining the applicable law on the basis of the place where the relevant account is located, recorded, held and/or maintained.
  The ECB draws attention in this context to the Community legislation on payment and settlement systems (7), insolvency proceedings generally (8), the reorganisation and winding-up of insurance undertakings (9) and credit institutions (10) specifically, and financial collateral arrangements (11). |
| --- | --- |

7.

The ECB also notes that the Community has rightly endeavoured to address the problems in applying traditional lex rei sitae principles to book-entry securities by developing conflict-of-law rules rejecting a look-through approach and determining the applicable law on the basis of the place where the relevant account is located, recorded, held and/or maintained.

The ECB draws attention in this context to the Community legislation on payment and settlement systems (7), insolvency proceedings generally (8), the reorganisation and winding-up of insurance undertakings (9) and credit institutions (10) specifically, and financial collateral arrangements (11).

| 8. | The ECB further notes that the regime finally adopted by the Convention's drafters significantly departs from the conflict-of-law regime currently applicable in the Member States to multi-tiered holdings of book-entry securities, which is based on the abovementioned Community legislation. The ECB takes note of the reasons given in the Hague Convention Report for this departure (see paragraphs Int-41 to 46, 4-4 and 4-24 to 4-25). The ECB is also aware that in an increasingly integrated global financial system it may sometimes be difficult to locate a securities account in a particular jurisdiction for conflict-of-law purposes. The ECB notes the challenges faced in this respect by financial market participants operating across borders and wishes to constructively contribute to the adoption of a universally applicable and uniform regime. |
| --- | --- |

8.

The ECB further notes that the regime finally adopted by the Convention's drafters significantly departs from the conflict-of-law regime currently applicable in the Member States to multi-tiered holdings of book-entry securities, which is based on the abovementioned Community legislation. The ECB takes note of the reasons given in the Hague Convention Report for this departure (see paragraphs Int-41 to 46, 4-4 and 4-24 to 4-25). The ECB is also aware that in an increasingly integrated global financial system it may sometimes be difficult to locate a securities account in a particular jurisdiction for conflict-of-law purposes. The ECB notes the challenges faced in this respect by financial market participants operating across borders and wishes to constructively contribute to the adoption of a universally applicable and uniform regime.

| 9. | The ECB nonetheless considers that existing Community legislation has significantly contributed to legal certainty and to reducing systemic risk within the Community. Therefore, it is necessary to carefully assess whether the Convention's approach would provide, in certain key respects, a greater degree of legal certainty and protection against systemic risk compared to the existing Community legislation. The ECB considers that the Convention raises a number of potentially significant issues in this respect which would merit further exploration by the Community before deciding whether to replace its current regime with the Convention. The ECB proposes addressing these issues as part of a broad impact assessment of the Convention from a Community perspective (see paragraph 20). |
| --- | --- |

9.

The ECB nonetheless considers that existing Community legislation has significantly contributed to legal certainty and to reducing systemic risk within the Community. Therefore, it is necessary to carefully assess whether the Convention's approach would provide, in certain key respects, a greater degree of legal certainty and protection against systemic risk compared to the existing Community legislation. The ECB considers that the Convention raises a number of potentially significant issues in this respect which would merit further exploration by the Community before deciding whether to replace its current regime with the Convention. The ECB proposes addressing these issues as part of a broad impact assessment of the Convention from a Community perspective (see paragraph 20).

Specific considerations

Diversity of applicable laws within one system or depository

| 10. | As noted in previous opinions on draft national legislation implementing the Collateral Directive, ‘the ECB wishes to stress that all parties involved in the legislative process should investigate closely the Convention's potential impact on systemic stability and on the treatment of collateral transactions to avoid undermining the current level of protection. This might include, inter alia, limiting the choice of law applying to proprietary rights in respect of securities held on accounts with a systemically important system (in particular securities settlement systems evaluated and used by the Eurosystem) to the law governing that system, as well as other measures designed to safeguard systemic finality, certainty and transparency’ (12). In this context, the ECB also draws attention to the ‘Standards for Securities Clearing and Settlement in the European Union’ published by the ECB and the Committee of European Securities Regulators (CESR) (hereinafter the ‘ESCB-CESR Standards’) (13). These standards contain principles for safety, soundness and efficiency in securities clearing and settlement. Standard 1 states that ‘securities clearing and settlement systems and links between them should have a well-founded, clear and transparent legal basis in the relevant jurisdictions.’ As noted on page 15 of the September 2004 ESCB/CESR report, this standard, which is addressed to, inter alia, central securities depositories (CSDs) and significant custodians, entails that ‘for systemic risk purposes, the harmonisation of rules should be promoted so as to minimise any discrepancies stemming from different national rules and legal frameworks.’ In particular, ‘the application of a multitude of jurisdictions within a system increases the legal complexity and could possibly affect systemic stability. The Settlement Finality Directive has reduced these risks by providing clear rules on the law used to govern the system and the law used to govern the rights and obligations of a participant in an insolvency situation. In the same vein, the range of jurisdictions chosen in connection with a system should be kept to a minimum. Subject to a legal risk analysis, it may prove advisable that only one legal system is chosen to govern the proprietary aspects of all securities held on the participants' accounts with the system, and similarly only one to govern the contractual aspects of the relationship between the system and each of its participants. Ideally, the law chosen should be identical to the law governing the system, in order to safeguard systemic finality, certainty and transparency.’ (see September 2004 ESCB/CESR report, no. 37). |
| --- | --- |

10.

As noted in previous opinions on draft national legislation implementing the Collateral Directive, ‘the ECB wishes to stress that all parties involved in the legislative process should investigate closely the Convention's potential impact on systemic stability and on the treatment of collateral transactions to avoid undermining the current level of protection. This might include, inter alia, limiting the choice of law applying to proprietary rights in respect of securities held on accounts with a systemically important system (in particular securities settlement systems evaluated and used by the Eurosystem) to the law governing that system, as well as other measures designed to safeguard systemic finality, certainty and transparency’ (12). In this context, the ECB also draws attention to the ‘Standards for Securities Clearing and Settlement in the European Union’ published by the ECB and the Committee of European Securities Regulators (CESR) (hereinafter the ‘ESCB-CESR Standards’) (13). These standards contain principles for safety, soundness and efficiency in securities clearing and settlement. Standard 1 states that ‘securities clearing and settlement systems and links between them should have a well-founded, clear and transparent legal basis in the relevant jurisdictions.’ As noted on page 15 of the September 2004 ESCB/CESR report, this standard, which is addressed to, inter alia, central securities depositories (CSDs) and significant custodians, entails that ‘for systemic risk purposes, the harmonisation of rules should be promoted so as to minimise any discrepancies stemming from different national rules and legal frameworks.’ In particular, ‘the application of a multitude of jurisdictions within a system increases the legal complexity and could possibly affect systemic stability. The Settlement Finality Directive has reduced these risks by providing clear rules on the law used to govern the system and the law used to govern the rights and obligations of a participant in an insolvency situation. In the same vein, the range of jurisdictions chosen in connection with a system should be kept to a minimum. Subject to a legal risk analysis, it may prove advisable that only one legal system is chosen to govern the proprietary aspects of all securities held on the participants' accounts with the system, and similarly only one to govern the contractual aspects of the relationship between the system and each of its participants. Ideally, the law chosen should be identical to the law governing the system, in order to safeguard systemic finality, certainty and transparency.’ (see September 2004 ESCB/CESR report, no. 37).

| 11. | Under the current Community regime, the jurisdiction whose law governs a securities settlement system (SSS) or a CSD coincides with the jurisdiction whose law governs the proprietary aspects of the rights resulting from book-entry securities held with that SSS or CSD, thereby ensuring legal certainty and transparency, and avoiding systemic risk. Compared with the present regime, it is unclear whether the Convention, which may arguably enhance legal certainty surrounding the practical difficulties of locating a securities account for conflict-of-law purposes, would not, at the same time, create legal uncertainty by possibly allowing various conflicts between divergent applicable laws to occur within the same SSS or CSD. Indeed, determining the law applicable to the rights resulting from book-entry securities on the basis of the law chosen in the agreement between the SSS or CSD and its account holder could theoretically lead to various laws governing these proprietary aspects within one SSS or CSD, including one or more laws from outside the jurisdiction where the SSS or CSD is located or even from outside the Community. If these laws are not harmonised, the effects of such diversity on settlement finality, in particular where the law(s) chosen in the account agreement does not offer protection comparable to the protection under the Settlement Finality Directive, might potentially endanger the soundness of the entire system and entail systemic risks. Furthermore, this diversity and/or application of a third country law might complicate the exercise of oversight and regulatory functions over the SSS or CSD by the competent authorities of the jurisdiction where the SSS or CSD is located. |
| --- | --- |

11.

Under the current Community regime, the jurisdiction whose law governs a securities settlement system (SSS) or a CSD coincides with the jurisdiction whose law governs the proprietary aspects of the rights resulting from book-entry securities held with that SSS or CSD, thereby ensuring legal certainty and transparency, and avoiding systemic risk. Compared with the present regime, it is unclear whether the Convention, which may arguably enhance legal certainty surrounding the practical difficulties of locating a securities account for conflict-of-law purposes, would not, at the same time, create legal uncertainty by possibly allowing various conflicts between divergent applicable laws to occur within the same SSS or CSD. Indeed, determining the law applicable to the rights resulting from book-entry securities on the basis of the law chosen in the agreement between the SSS or CSD and its account holder could theoretically lead to various laws governing these proprietary aspects within one SSS or CSD, including one or more laws from outside the jurisdiction where the SSS or CSD is located or even from outside the Community. If these laws are not harmonised, the effects of such diversity on settlement finality, in particular where the law(s) chosen in the account agreement does not offer protection comparable to the protection under the Settlement Finality Directive, might potentially endanger the soundness of the entire system and entail systemic risks. Furthermore, this diversity and/or application of a third country law might complicate the exercise of oversight and regulatory functions over the SSS or CSD by the competent authorities of the jurisdiction where the SSS or CSD is located.

| 12. | The ECB acknowledges that it may not be the intention in practice of any SSS or CSD located in the Community to allow the proprietary aspects of book-entry securities within its system to be governed by different laws since this would jeopardise the fungibility of the securities held, transferred or pledged within the system, as well as the finality protection granted to a system's participants under the Settlement Finality Directive, or to allow these aspects to be governed by one single law that is not the law governing the system in accordance with the Settlement Finality Directive. Nonetheless, there can be no guarantee that this would in fact be the case if the Convention is signed and ratified. Considering this possibility, the ECB is of the opinion that the Convention's implications within the Community on settlement finality and related settlement and custody aspects are sufficiently serious and have the potential to raise systemic risk issues. This is another aspect that merits further consideration as part of a Community-wide impact assessment of the Convention (see paragraph 20). |
| --- | --- |

12.

The ECB acknowledges that it may not be the intention in practice of any SSS or CSD located in the Community to allow the proprietary aspects of book-entry securities within its system to be governed by different laws since this would jeopardise the fungibility of the securities held, transferred or pledged within the system, as well as the finality protection granted to a system's participants under the Settlement Finality Directive, or to allow these aspects to be governed by one single law that is not the law governing the system in accordance with the Settlement Finality Directive. Nonetheless, there can be no guarantee that this would in fact be the case if the Convention is signed and ratified. Considering this possibility, the ECB is of the opinion that the Convention's implications within the Community on settlement finality and related settlement and custody aspects are sufficiently serious and have the potential to raise systemic risk issues. This is another aspect that merits further consideration as part of a Community-wide impact assessment of the Convention (see paragraph 20).

Third party rights

| 13. | In terms of the Convention's impact on the rights of third parties, the ECB notes, first of all, that where an account holder's creditor attaches the securities, the law determined under the Convention will determine the priority of the attaching creditor's interest in the securities and the intermediary's duties towards this creditor (Article 2(1)(d) and (e) of the Convention). The same law determined under the Convention will not necessarily also apply to the jurisdictional and procedural requirements for the attachment, and subsequent enforcement, in view of the current rules in various Member States which provide that an attachment and enforcement of book-entry securities is governed by the law, and subject to the jurisdiction of the courts, of the place where the securities are located. Even if the Convention leaves unchanged the existing jurisdictional and procedural requirements for attachment and enforcement, which is not yet examined, the Convention might entail significant changes in judicial practice. In particular, it might substantially increase the number of cases where a court having jurisdiction over attachment or enforcement proceedings with respect to book-entry securities would be required to apply foreign law — i.e. the law applicable under the Convention — to determine the nature and priority of the entitlement of the attachment creditor to the attached securities. The Convention's drafters expressed an awareness of this difficulty, noting that ‘the law applicable to proprietary matters should be the law of the place where the record of title is maintained and where, therefore, orders in respect of the property can be effectively enforced’ (14). Another example of the Convention's impact on third party rights concerns statutory liens. While the Convention's scope of application is restricted to certain liens in favour of the account holder's intermediary (Article 1(2)(c) of the Convention), it might nonetheless considerably affect other statutory liens over book-entry securities (e.g. tax liens), since the Convention law will, for instance, determine the priority of such liens (see paragraph 1-31 of the Hague Convention Report). |
| --- | --- |

13.

In terms of the Convention's impact on the rights of third parties, the ECB notes, first of all, that where an account holder's creditor attaches the securities, the law determined under the Convention will determine the priority of the attaching creditor's interest in the securities and the intermediary's duties towards this creditor (Article 2(1)(d) and (e) of the Convention). The same law determined under the Convention will not necessarily also apply to the jurisdictional and procedural requirements for the attachment, and subsequent enforcement, in view of the current rules in various Member States which provide that an attachment and enforcement of book-entry securities is governed by the law, and subject to the jurisdiction of the courts, of the place where the securities are located. Even if the Convention leaves unchanged the existing jurisdictional and procedural requirements for attachment and enforcement, which is not yet examined, the Convention might entail significant changes in judicial practice. In particular, it might substantially increase the number of cases where a court having jurisdiction over attachment or enforcement proceedings with respect to book-entry securities would be required to apply foreign law — i.e. the law applicable under the Convention — to determine the nature and priority of the entitlement of the attachment creditor to the attached securities. The Convention's drafters expressed an awareness of this difficulty, noting that ‘the law applicable to proprietary matters should be the law of the place where the record of title is maintained and where, therefore, orders in respect of the property can be effectively enforced’ (14). Another example of the Convention's impact on third party rights concerns statutory liens. While the Convention's scope of application is restricted to certain liens in favour of the account holder's intermediary (Article 1(2)(c) of the Convention), it might nonetheless considerably affect other statutory liens over book-entry securities (e.g. tax liens), since the Convention law will, for instance, determine the priority of such liens (see paragraph 1-31 of the Hague Convention Report).

| 14. | Moreover, while a party to a book-entry securities transaction could at least contractually oblige its counterparty to provide information regarding the law chosen in the relevant account agreement, the Convention lacks transparency vis-à-vis third parties. Third parties, such as an account holder's creditors seeking to attach securities to protect or satisfy a claim, might have competing rights in securities or, at least, a legitimate interest in ascertaining where securities are located. Besides possible statutory disclosure prohibitions applying to the relevant intermediary and/or provisions to that effect in the account agreement, it will be very difficult for third parties to request information from the account holder regarding the law chosen in the agreement between the account holder and its intermediary. While also under a conflict-of-law regime based on the account's location, it is not always easy for third parties to ascertain where their debtors maintain book-entry securities accounts, the Convention's freedom of choice regime means that the law applicable to book-entry securities for the purposes of enforcing competing third parties' rights, e.g. through an attachment, will depend on, and vary according, to the subjective criterion of the law chosen in the often confidential account agreement, which can even be amended so as to change this law (Article 7(1) of the Convention). The possible effects of the Convention on third parties' rights and legitimate expectations, as illustrated in the present and the preceding paragraphs, is another reason to conduct a prior impact assessment of the Convention (see paragraph 20). |
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14.

Moreover, while a party to a book-entry securities transaction could at least contractually oblige its counterparty to provide information regarding the law chosen in the relevant account agreement, the Convention lacks transparency vis-à-vis third parties. Third parties, such as an account holder's creditors seeking to attach securities to protect or satisfy a claim, might have competing rights in securities or, at least, a legitimate interest in ascertaining where securities are located. Besides possible statutory disclosure prohibitions applying to the relevant intermediary and/or provisions to that effect in the account agreement, it will be very difficult for third parties to request information from the account holder regarding the law chosen in the agreement between the account holder and its intermediary. While also under a conflict-of-law regime based on the account's location, it is not always easy for third parties to ascertain where their debtors maintain book-entry securities accounts, the Convention's freedom of choice regime means that the law applicable to book-entry securities for the purposes of enforcing competing third parties' rights, e.g. through an attachment, will depend on, and vary according, to the subjective criterion of the law chosen in the often confidential account agreement, which can even be amended so as to change this law (Article 7(1) of the Convention). The possible effects of the Convention on third parties' rights and legitimate expectations, as illustrated in the present and the preceding paragraphs, is another reason to conduct a prior impact assessment of the Convention (see paragraph 20).

Harmonisation of substantive securities law

| 15. | The possible legal certainty implications of the conflict-of-law rule laid down by the Convention would not arise where the substantive law regarding the holding, transfer and collateralisation of book-entry securities held with an intermediary is identical throughout the Community or, where the law of a third country applies, at a global level. The ECB is therefore of the opinion that, while a clear and effective harmonised conflict-of-law rule undoubtedly contributes to the removal of uncertainty in the context of cross-border, multi-tiered book-entry securities holdings, a conflict-of-law reform should ideally be treated as an integral part of a broader reform that also encompasses substantive law aspects. Such substantive law reform and harmonisation would indeed reduce the impact of a contractual choice of applicable law. In this respect, the ECB strongly welcomes the establishment and work of the European Commission's EU Clearing and Settlement: Legal Certainty Group (hereinafter the ‘Legal Certainty Project’), which provides a unique opportunity to combine both reforms and achieve a single, consistent solution, as advocated by the Commission. Furthermore, in view of increasingly integrated global financial markets, the ECB is also closely monitoring Unidroit's progress in globally harmonising substantive book-entry securities law by means of its ‘Preliminary draft convention on harmonised substantive rules regarding securities held with an intermediary’ (hereinafter the ‘Unidroit draft Convention’). In this regard, it is noted that Unidroit also recognises the inconvenience of a stand-alone conflict-of-law reform, noting that ‘even in the presence of a clear and reliable conflict-of-laws rule, it is possible that the laws of two or more jurisdictions may govern the entirety of [a] given situation ... because the conflict-of-laws analysis will not necessarily provide for the same answer with respect to every singly aspect of an overall context’ (see draft Explanatory Notes on the Unidroit draft Convention, page 10; see also paragraph 17). Given the existing Community legislation in this domain, the ECB is not convinced that there is a compelling or urgent need for the Community to adopt the Convention, and recommends synchronising the harmonisation of the conflict-of-laws rules with the substantive law harmonisation, at least at Community level. |
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15.

The possible legal certainty implications of the conflict-of-law rule laid down by the Convention would not arise where the substantive law regarding the holding, transfer and collateralisation of book-entry securities held with an intermediary is identical throughout the Community or, where the law of a third country applies, at a global level. The ECB is therefore of the opinion that, while a clear and effective harmonised conflict-of-law rule undoubtedly contributes to the removal of uncertainty in the context of cross-border, multi-tiered book-entry securities holdings, a conflict-of-law reform should ideally be treated as an integral part of a broader reform that also encompasses substantive law aspects. Such substantive law reform and harmonisation would indeed reduce the impact of a contractual choice of applicable law. In this respect, the ECB strongly welcomes the establishment and work of the European Commission's EU Clearing and Settlement: Legal Certainty Group (hereinafter the ‘Legal Certainty Project’), which provides a unique opportunity to combine both reforms and achieve a single, consistent solution, as advocated by the Commission. Furthermore, in view of increasingly integrated global financial markets, the ECB is also closely monitoring Unidroit's progress in globally harmonising substantive book-entry securities law by means of its ‘Preliminary draft convention on harmonised substantive rules regarding securities held with an intermediary’ (hereinafter the ‘Unidroit draft Convention’). In this regard, it is noted that Unidroit also recognises the inconvenience of a stand-alone conflict-of-law reform, noting that ‘even in the presence of a clear and reliable conflict-of-laws rule, it is possible that the laws of two or more jurisdictions may govern the entirety of [a] given situation ... because the conflict-of-laws analysis will not necessarily provide for the same answer with respect to every singly aspect of an overall context’ (see draft Explanatory Notes on the Unidroit draft Convention, page 10; see also paragraph 17). Given the existing Community legislation in this domain, the ECB is not convinced that there is a compelling or urgent need for the Community to adopt the Convention, and recommends synchronising the harmonisation of the conflict-of-laws rules with the substantive law harmonisation, at least at Community level.

Interference of other laws

| 16. | Another element that concerns legal certainty is that the Convention itself does not guarantee that only one single law would apply to the issues it covers. Indeed, the Convention provides that the application of the law determined under the Convention may be refused if the effects of such application would be manifestly contrary to the public policy of the forum that is asked to apply the Convention (Article 11(1) of the Convention, which contains the traditional ‘public policy’ exception). Furthermore, the Convention does not prevent the application of the provisions of the forum State that, irrespective of the applicable law, must be applied even to international situations (Article 11(2) of the Convention, which contains the traditional ‘mandatory laws’ exception). Notwithstanding the restriction of the interferences of such public policy or mandatory laws by virtue of Article 11(3) of the Convention, it may be questionable whether a court would only in ‘extraordinarily rare cases’ (see paragraph 11-1 of the Hague Convention Report) set aside or restrict the application of the law determined under the Convention pursuant to Article 11(1) or (2) thereof. For example, a jurisdiction in which an SSS or CSD is located might adopt such mandatory laws, amongst others to ensure that the legal and operational framework underlying the securities infrastructure, including the securities accounts, is sound and effective. |
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16.

Another element that concerns legal certainty is that the Convention itself does not guarantee that only one single law would apply to the issues it covers. Indeed, the Convention provides that the application of the law determined under the Convention may be refused if the effects of such application would be manifestly contrary to the public policy of the forum that is asked to apply the Convention (Article 11(1) of the Convention, which contains the traditional ‘public policy’ exception). Furthermore, the Convention does not prevent the application of the provisions of the forum State that, irrespective of the applicable law, must be applied even to international situations (Article 11(2) of the Convention, which contains the traditional ‘mandatory laws’ exception). Notwithstanding the restriction of the interferences of such public policy or mandatory laws by virtue of Article 11(3) of the Convention, it may be questionable whether a court would only in ‘extraordinarily rare cases’ (see paragraph 11-1 of the Hague Convention Report) set aside or restrict the application of the law determined under the Convention pursuant to Article 11(1) or (2) thereof. For example, a jurisdiction in which an SSS or CSD is located might adopt such mandatory laws, amongst others to ensure that the legal and operational framework underlying the securities infrastructure, including the securities accounts, is sound and effective.

| 17. | Generally speaking and irrespective of direct interference by Article 11(1) or (2) of the Convention, the ECB notes that in many jurisdictions, a significant number of other laws dealing with various issues regarding securities and/or securities accounts, and which are often of a public law nature, refer for their application to the situs of these securities and securities accounts. Under the current Community legislation regarding the proprietary aspects of securities, the situs laws coincide with the law governing these proprietary aspects. When replacing the current regime with the Convention, and even though these other laws might address issues that are not listed in Article 2(1) of the Convention, these other laws and the Convention law could nevertheless directly or indirectly interfere with each other. Unidroit also confirms this possibility: ‘aspects of, e.g., contractual, corporate, insolvency, property and securities law may or may not be subject to choice of law provisions, and the conflict-of-laws rules may point to different jurisdictions for certain aspects ... However, certain previously unsuspected legislative gaps, lack of clarity, complications or barriers may impede a sound legal result, at least within a reasonable time. Deficiencies within one domestic legal framework may create difficulties regarding aspects governed by another law, etc. Thus, it may be said that cross-border holding and disposition are likely to multiply legal uncertainty’ (see draft Explanatory Notes on the Unidroit draft Convention, page 10). This interference might, for instance, also relate to the ECB's collection of statistical information (see Article 5 of the Statute), which seeks to minimise the reporting formalities within the existing legal framework and where a change of the current conflict-of-laws regime might affect the reporting of cross-border securities transactions and positions. The possible existence of such a relationship between a conflict-of-laws rule and the surrounding framework of other relevant laws also pleads in favour of a prior broad impact assessment of the Convention's effects in the Community and of a harmonisation of the substantive securities law (see paragraph 20). |
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17.

Generally speaking and irrespective of direct interference by Article 11(1) or (2) of the Convention, the ECB notes that in many jurisdictions, a significant number of other laws dealing with various issues regarding securities and/or securities accounts, and which are often of a public law nature, refer for their application to the situs of these securities and securities accounts. Under the current Community legislation regarding the proprietary aspects of securities, the situs laws coincide with the law governing these proprietary aspects. When replacing the current regime with the Convention, and even though these other laws might address issues that are not listed in Article 2(1) of the Convention, these other laws and the Convention law could nevertheless directly or indirectly interfere with each other. Unidroit also confirms this possibility: ‘aspects of, e.g., contractual, corporate, insolvency, property and securities law may or may not be subject to choice of law provisions, and the conflict-of-laws rules may point to different jurisdictions for certain aspects ... However, certain previously unsuspected legislative gaps, lack of clarity, complications or barriers may impede a sound legal result, at least within a reasonable time. Deficiencies within one domestic legal framework may create difficulties regarding aspects governed by another law, etc. Thus, it may be said that cross-border holding and disposition are likely to multiply legal uncertainty’ (see draft Explanatory Notes on the Unidroit draft Convention, page 10). This interference might, for instance, also relate to the ECB's collection of statistical information (see Article 5 of the Statute), which seeks to minimise the reporting formalities within the existing legal framework and where a change of the current conflict-of-laws regime might affect the reporting of cross-border securities transactions and positions. The possible existence of such a relationship between a conflict-of-laws rule and the surrounding framework of other relevant laws also pleads in favour of a prior broad impact assessment of the Convention's effects in the Community and of a harmonisation of the substantive securities law (see paragraph 20).

Opting-out possibility

| 18. | Finally, the ECB briefly notes that, as pointed out in paragraph 1-37 of the Hague Convention Report, the possibility for certain specific SSSs or CSDs to opt out of the Convention under certain circumstances pursuant to Article 1(5) of the Convention may also be relevant for other similar systems. The effects of this opt-out on the operation of an SSS and on book-entry securities held with an SSS have not yet been analysed and should therefore also be further assessed. |
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18.

Finally, the ECB briefly notes that, as pointed out in paragraph 1-37 of the Hague Convention Report, the possibility for certain specific SSSs or CSDs to opt out of the Convention under certain circumstances pursuant to Article 1(5) of the Convention may also be relevant for other similar systems. The effects of this opt-out on the operation of an SSS and on book-entry securities held with an SSS have not yet been analysed and should therefore also be further assessed.

Concluding considerations

| 19. | Since this consultation concerns the question whether an international convention is to be signed on behalf of the Community, the present opinion focuses on, and is confined to, general observations of direct relevance to advising the Council whether or not to approve the signing of the Convention. The ECB has additional legal and technical comments on the Convention, but considers that these comments could be more appropriately addressed within the framework of an impact assessment by the Community. |
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19.

Since this consultation concerns the question whether an international convention is to be signed on behalf of the Community, the present opinion focuses on, and is confined to, general observations of direct relevance to advising the Council whether or not to approve the signing of the Convention. The ECB has additional legal and technical comments on the Convention, but considers that these comments could be more appropriately addressed within the framework of an impact assessment by the Community.

| 20. | To sum up, the current Community legislation on the law applicable to the holding, transfer and collateralisation of multi-tiered book-entry securities held with an intermediary represented an improvement in legal certainty and the protection against systemic risk throughout the Community. The Convention offers one possible approach to addressing legitimate considerations arising from the difficulty of sometimes clearly identifying the location of a securities account for conflict-of-law purposes in an increasingly integrated global financial system. The ECB supports the objective of establishing a universally applicable conflict-of-law approach in this area, but would, in view of the Convention's possible implications and current Community legislation, nevertheless welcome a comprehensive prior assessment of the Convention's impact in the Community. The ECB and the Eurosystem, for which the Convention's systemic risk aspects are of paramount importance, stand ready to contribute to such assessment as part of the Eurosystem's tasks under Article 105(5) of the Treaty. In order not to pre-empt an open-ended outcome, this assessment should be undertaken prior to a discussion of the possible signature of the Convention, considering that the existing Community regime is sufficiently satisfactory and does not require an urgent or compelling signature of the Convention. This assessment is without prejudice to the Community's initiatives in the area of clearing and settlement and to the need for a swift substantive book-entry securities law reform and harmonisation, which would enhance financial integration in the Community. |
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20.

To sum up, the current Community legislation on the law applicable to the holding, transfer and collateralisation of multi-tiered book-entry securities held with an intermediary represented an improvement in legal certainty and the protection against systemic risk throughout the Community. The Convention offers one possible approach to addressing legitimate considerations arising from the difficulty of sometimes clearly identifying the location of a securities account for conflict-of-law purposes in an increasingly integrated global financial system. The ECB supports the objective of establishing a universally applicable conflict-of-law approach in this area, but would, in view of the Convention's possible implications and current Community legislation, nevertheless welcome a comprehensive prior assessment of the Convention's impact in the Community. The ECB and the Eurosystem, for which the Convention's systemic risk aspects are of paramount importance, stand ready to contribute to such assessment as part of the Eurosystem's tasks under Article 105(5) of the Treaty. In order not to pre-empt an open-ended outcome, this assessment should be undertaken prior to a discussion of the possible signature of the Convention, considering that the existing Community regime is sufficiently satisfactory and does not require an urgent or compelling signature of the Convention. This assessment is without prejudice to the Community's initiatives in the area of clearing and settlement and to the need for a swift substantive book-entry securities law reform and harmonisation, which would enhance financial integration in the Community.

Done at Frankfurt am Main, 17 March 2005.

The President of the ECB

Jean-Claude TRICHET

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(1)  COM(2003) 783 final.

1

(2)  See e.g. judgment of the Court of Justice of the European Communities of 30 April 1974 (Case C-181/73 R. & V. Haegeman v Belgian State [1974] ECR I-449), paragraph 5.

2

R. & V. Haegeman

Belgian State

(3)  See e.g. judgment of the Court of Justice of the European Communities of 9 August 1994 (Case C-327/91 French Republic v Commission of the European Communities [1994] ECR I-3641), paragraphs 15 to 17.

3

French Republic

Commission of the European Communities

(4)  See ECB Opinion CON/2001/13 of 13 June 2001 at the request of the Council of the European Union concerning a proposal for a Directive of the European Parliament and of the Council on financial collateral agreements (OJ C 196, 12.7.2001, p. 10), EMI Opinion CON/96/09 relating to a proposal for a European Parliament and Council Directive on settlement finality and collateral security (OJ C 156, 21.5.1998, p. 17) and EMI Opinion CON/96/02 on a consultation from the Council of the European Union under Article 109f(6) of the Treaty establishing the European Community (the Treaty) and Article 5.3 of the Statute of the EMI on an amended Commission proposal for a European Parliament and Council Directive on the reorganisation and winding up of credit institutions (OJ C 332, 30.10.1998, p. 13).

4

(5)  Directive 2002/47/EC of the European Parliament and of the Council of 6 June 2002 on financial collateral agreements, (OJ L 168, 27.6.2002, p. 43).

5

(6)  See ECB Opinion CON/2001/13, paragraphs 6 and 19.

6

(7)  See Article 9(2) of Directive 98/26/EC of the European Parliament and of the Council of 19 May 1998 on settlement finality in payment and securities settlement systems (OJ L 166, 11.6.1998, p. 45; hereinafter the ‘Settlement Finality Directive’). See also EMI Opinion CON/96/09.

7

(8)  See the third indent of Article 14 of Council Regulation (EC) No 1346/2000 of 29 May 2000 on insolvency proceedings (OJ L 160, 30.6.2000, p. 1).

8

(9)  See Article 25(c) of Directive 2001/17/EC of the European Parliament and of the Council of 19 March 2001 on the reorganisation and winding-up of insurance undertakings (OJ L 110, 20.4.2001, p. 28).

9

(10)  See Article 24 and the third indent of Article 31 of Directive 2001/24/EC of the European Parliament and of the Council of 4 April 2001 on the reorganisation and winding up of credit institutions (OJ L 125, 5.5.2001, p. 15). See also EMI Opinion CON/96/02.

10

(11)  See Article 9(1), in conjunction with Article 2(1)(h), of Directive 2002/47/EC. See also ECB Opinion CON/2001/13.

11

(12)  See paragraph 13 of ECB Opinion CON/2003/11 of 26 June 2003 at the request of the Austrian Federal Ministry of Justice on a draft Federal law implementing Directive 2002/47/EC of the European Parliament and of the Council of 6 June 2002 on financial collateral arrangements. See also paragraph 13 of ECB Opinion CON/2004/27 of 4 August 2004 at the request of the Belgian Ministry of Finance on a draft law on financial collateral and various tax provisions in relation to in rem collateral arrangements and loans for financial instruments.

12

in rem

(13)  Available on www.ecb.int and www.cesr-eu.org.

13

(14)  See the Report on the meeting of the Working Group of Experts (15 to 19 January 2001) and related informal work conducted by the Permanent Bureau on the law applicable to dispositions of securities held with an intermediary, p. 17.

14

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