No C 130/4 Official Journal of the European Communities 19. 5. 88 
II 
(Preparatory Acts) 
COMMISSION 
Amended proposal for a Council Regulation (EEC) on the control of concentrations between 
undertakings (') 
COM(88) 97 final 
(Submitted by the Commission to the Council pursuant to Article 149(3) of the EEC Treaty on 
25 April 1988) 
(88/C 130/05) 
THE COUNCIL OF THE EUROPEAN COMMUNITIES, 
Having regard to the Treaty establishing the European 
Economic Community, and in particular Articles 87 and 
235 thereof, 
Having regard to the proposal from the Commission, 
Having regard to the opinion of the European 
Parliament, 
Having regard to the opinion of the Economic and 
Social Committee, 
Whereas, for the achievement of the aims of the Treaty 
establishing the European Economic Community, Article 
3 (f) requires the Community to institute 'a system 
ensuring that competition in the common market is not 
distorted'; 
"Whereas this system is essential for the achievement of 
the internal market by 1992; 
Whereas the dismantling of internal frontiers can be 
expected to result in major corporate reorganizations in 
the Community, particularly in the form of concen­
trations; 
Whereas such a development must be welcomed as being 
in line with the requirements of dynamic competition 
and liable to strengthen the competitiveness of European 
industry, to improve the conditions of growth and to 
raise the standard of living in the Community; 
Whereas it must be ensured that the process of reorgan­
ization does not give rise to lasting damage to compe­
tition; the system of undistorted competition must 
therefore include provisions governing those concen­
trations which may hinder effective competition in the 
common market; 
(') OJ No C 324, 17. 12. 1986, p. 5. Whereas, pursuant to Articles 85 and 86, anticompetitive 
agreements, decisions and practices, which may affect 
trade between Member States, are prohibited as incom­
patible with the common market, provided that their 
impact on competition and trade is appreciable; 
Whereas the principles laid down in Articles 85 and 86 
apply also to arrangements which alter the competitive 
structure of the market and provisions for the implemen­
tation of these principles must take due account of the 
specific context of market structure; 
Whereas these provisions should apply to structural 
alterations, the effects of which are substantial and go 
beyond national borders of one Member State; 
Whereas the scope of application of this Regulation 
should therefore be defined according to the territory of 
operations of the undertakings concerned and be limited 
by quantitative thresholds in order to include only those 
operations of concentration which have a Community 
dimension; 
Whereas this is the case where the aggregate turnover of 
all the undertakings concerned exceeds a given level and 
where each of the undertakings effecting the concen­
tration has its sole or principal field of activities in a 
different Member State or where, although the under­
takings in question act mainly in one and the same 
Member State, at least one of them has substantial oper­
ations in other Member States through subsidiaries or 
direct sales; 
Whereas the existing competition rules and in particular 
Article 87 provide a legal basis for the control of certain 
forms and types of concentration; 
Whereas it is necessary, however, to create a legal 
framework which makes it possible to treat in a compre­
hensive way all concentrations having the same impact 
on the competitive structure of the common market; 
19. 5. 88 Official Journal of the European Communities No C 130/5 
Whereas, pursuant to Article 235 of the Treaty the 
Community may, by way of regulation, give itself the 
additional powers of action necessary for the attainment 
of this objective, with regard to concentrations on the 
markets for products listed in Annex II to the Treaty; 
Whereas such regulation should establish the principle 
that concentrations which create or enhance a dominant 
position are not compatible with the common market; 
Whereas concentrations which, by reason of the limited 
market share of the undertakings concerned, are not 
likely to impede the preservation of effective competition 
may be presumed to be compatible with the common 
market; 
Whereas concentrations which, although they give rise to 
a substantial alteration of the competitive structure 
within the Community, contribute to the attainment of 
the basic objectives of the Treaty in such a way that, on 
balance, their economic benefits prevail over the risks for 
competition, should be subject to possible authorization 
as a positive measure of Community policy; 
Whereas the regulation should provide that author­
ization may also be granted under conditions and obli­
gations to be determined case by case in order to prevent 
in particular a substantial deterioration in the competitive 
structure of the Community national market concerned; 
Whereas the Commission should be entitled to take 
decisions in respect of concentrations which are incom­
patible with the common market and decisions designed 
to re-establish conditions of effective competition; 
Whereas, to ensure effective supervision, prior notifi­
cation and the suspension of concentrations pending a 
Commission decision should be made obligatory; 
Whereas a time limit within which the Commission must 
commence proceedings in respect of a concentration 
notified to it and a time limit within which it must give a 
final decision on the incompatibility of a concentration 
with the common market should be laid down; 
Whereas, before opening proceedings, the Commission 
should consult the Member States directly concerned by 
the concentration; 
Whereas undertakings concerned must be accorded the 
right to be heard by the Commission as soon as 
proceedings have commenced, and third parties showing 
a sufficient interest must be given the opportunity to 
submit their comments; Whereas the Commission should act in close and 
constant liaison with the competent authorities of the 
Member States in order to avoid concurrent proceedings; 
Whereas the Commission must be afforded the assistance 
of the Member States and must also be empowered to 
require information to be given and to carry out the 
necessary investigations in order to examine concen­
trations in the light of the provisions of this Regulation; 
Whereas compliance with this Regulation must be 
enforceable by means of fines and periodic penalty 
payments; whereas it is desirable to confer upon the 
Court of Justice, pursuant to Article 172, unlimited juris­
diction to that end; 
Whereas it is appropriate to define the concept of 
concentration in such a manner as to cover operations 
bringing about a substantial change in the competitive 
structure of a market and to exclude from the scope of 
application of this Regulation those operations which 
have as their principal object or effect the coordination 
of conduct of independant undertakings, the latter oper­
ations having to be examined under the provisions of 
other regulations implementing Articles 85 and 86; 
Whereas the Commission should be given exclusive 
competence to apply this Regulation, subject to review 
by the Court of Justice; whereas it should also be 
stipulated that the provisions of this Regulation alone 
apply to concentrations of Community dimension, 
HAS ADOPTED THIS REGULATION: 
Article 1 
Scope of application 
1. This Regulation shall apply to all concentrations 
having a Community dimension including those falling 
within the scope of Articles 85 (1) or 86 of the Treaty. 
2. A concentration has a Community dimension: 
(a) where at least two of the undertakings effecting 
the concentration have their principal field of 
Community activities in a different Member State; or 
(b) where the undertakings effecting the concentration 
have their principal field of Community activities in 
one and the same Member State, but where at least 
one of them has substantial operations in other 
Member States in particular through subsidiaries or 
direct sales. 
No C 130/6 Official Journal of the European Communities 19. 5. 88 
3. A concentration does not have a Community 
dimension: 
(a) where the aggregate worldwide turnover of all the 
undertakings concerned is less than 1 000 million 
ECU; or 
(b) where the aggregate worldwide turnover of all the 
undertakings concerned exceeds 1 000 million ECU, 
but where the aggregate worldwide turnover of the 
undertaking to be acquired is less than 50 million 
ECU; or 
(c) where all the undertakings effecting the concen­
tration achieve more than three-qua-rters of their 
aggregate Community-wide turnover within one and 
the same Member State. 
Article 2 
Appraisal of concentrations 
1. Concentrations within the scope of this Regulation 
shall be subject to prior control in order to determine 
whether they are compatible with the common market. 
2. Concentrations shall not be compatible with the 
common market where they give rise to or strengthen a 
dominant position in the common market or in a 
substantial part thereof. This shall be appraised by 
reference in particular to the possibilities of choice of 
suppliers and consumers, to the market position and the 
economic and financial power of the undertakings 
concerned, to their access to supplies or markets, to the 
structure of the markets affected, to international 
competition, to legal and factual barriers to entry, and to 
supply and demand trends for the relevant goods or 
services. 
3. Concentrations shall be presumed to be compatible 
with the common market where the market share of the 
undertakings concerned in the common market or in a 
substantial part thereof is less than 20 %. This 
presumption can be rebutted if it is established that the 
concentration nevertheless fulfils the conditions of 
paragraph 2. 
4. The Commission shall authorize concentrations as 
compatible with the common market where they 
contribute to the attainment of the basic objectives of the 
Treaty, in particular to improving production and distri­
bution, to promoting technical or economic progress or 
to improving the competitive structure within the 
common market, taking due account of the compe­
titiveness of the undertakings concerned with regard to 
international competition and of the interests of 
consumers, provided that they do not: 
(a) impose on the undertakings concerned restrictions 
which are not indispensable to the achievement of 
the concentration; (b) do not afford the undertakings concerned the possi­
bility of eliminating competition in respect of a 
substantial part of the goods or services concerned. 
Article 3 
Definition of concentration 
1. A concentration shall be deemed to take place: 
(a) where two or more undertakings merge; 
(b) or where: 
— one or several persons already controlling at least 
one undertaking, or 
— one or several undertakings 
acquire, whether by purchase of shares or assets, by 
contract or by any other means, direct or indirect 
control of the whole or parts of one or more under­
takings. 
2. Operations which have as their principal object or 
effect the coordination of conduct of independent under­
takings shall be deemed not to give rise to a concen­
tration within the meaning of paragraph 1 (b). 
3. Control is constituted by rights or contracts which, 
either separately or jointly, and having regard to the 
considerations of fact or law involved, make it possible 
to determine how an undertaking shall operate, and 
particularly by: 
(a) ownership or the right to use all or part of the assets 
of an undertaking; 
(b) rights or contracts which confer power to influence 
the composition, voting or decisions of the organs of 
an undertaking; 
,(c) rights or contracts which make it possible to manage 
the business of an undertaking; 
(d) contracts made with an undertaking concerning the 
computation or appropriation of its profits; 
(e) contracts made with,an undertaking concerning the 
whole or a substantial part of supplies or outlets, 
where the duration of these contracts or the quan­
tities to which they relate, exceed what is usual in 
commercial contracts dealing with those matters. 
4. Control is acquired by persons, undertakings or 
groups of persons or undertakings which: 
(a) are holders of the rights or entitled to rights under 
the contracts concerned; 
(b) while not being holders of such rights or entitled to 
rights under such contracts, have power to exercise 
the rights deriving therefrom; 
(c) in a fiduciary capacity own assets of an undertaking 
or shares in an undertaking, and have power to 
exercise the rights attaching thereto. 
19. 5. 88 Official Journal of the European Communities No C 130/7 
5. Control of an undertaking is not constituted where, 
upon formation of an undertaking or increase of its 
capital, banks or financial institutions acquire shares in 
that undertaking with a view to selling them on the 
market, provided that they do not exercise voting rights 
in respect of those shares. 
Article 4 
Prior notification of concentrations 
Concentrations within the scope of this Regulation, 
whether agreed or not, shall be notified to the 
Commission before they are put into effect. 
Article 5 
Calculation of turnover and market shares 
1. Aggregate turnover within the meaning of Article 1 
shall be calculated by adding together the pre-tax 
turnover of the undertakings concerned for all goods 
and services in the last financial year. Turnover deriving 
from internal operations within a group shall not be 
included in this calculation. 
2. The market share within the meaning of Article 
2 (3) shall be calculated by adding together the market 
shares held by the undertakings concerned in the area of 
the common market affected by the concentration. 
Market share shall be defined as the percentage share 
which the goods or services supplied by an undertaking 
concerned represent in the total supplies made in 
identical goods or services and those which, by reason of 
their characteristics, their price and their use are 
regarded as equivalent by the consumer. 
3. Where the concentration consists in the acquisition 
of a part of the assets of an undertaking, only the 
Burnover relating to that part shall be taken into account 
on behalf of the seller. 
4. In place of turnover the following shall be used: 
(a) for banking and financial institutions: within the 
meaning of Article 1 (3) (a) and (b), one-tenth of 
their assets; within the meaning of Article 1 (3) (c), 
the operations with national and foreign clients; 
(b) for insurance companies: the value of the premiums 
received by them. 
5. For the purposes of this Regulation, the under­
takings concerned are: 
(a) those which take part directly in the concentration; 
(b) those in which a party to the concentration, directly 
or indirectly: 
— owns more than half the capital or business 
assets, or — has the power to exercise more than half the 
voting rights, or 
— has the power to appoint more than half the 
members of the supervisory board, board of 
management or bodies legally representing the 
undertakings, or 
— has the right to manage the undertaking's affairs; 
(c) those which directly or indirectly have in or over a 
party to the concentration, the rights or powers 
listed in (b); 
(d) those in or over which an undertaking referred to in 
(c) directly or indirectly has the rights or powers 
listed in (b). 
Undertakings in which several undertakings as referred 
to in subparagraphs (a) to (d) jointly have, directly or 
indirectly, the rights or powers set out in (b) shall also be 
considered to be undertakings concerned. 
Article 6 
Proceedings 
1. Where the Commission considers that a concen­
tration does not give rise to a substantial change of the 
competitive structure within the Community, it shall 
immediately inform the undertakings concerned and the 
competent authorities of the Member States that there 
are no grounds for action on its part under this Regu­
lation. 
2. Where the Commission considers that a concen­
tration gives rise to a substantial change of the 
competitive structure within the Community, it shall 
immediately commence proceedings with a view to 
establishing whether or not that concentration may be 
authorized and so inform the undertakings concerned 
and the competent authorities of the Member State. 
3. As regards concentrations notified to it, the 
Commission shall commence proceedings within a period 
not exceeding two months unless the undertakings 
concerned agree to extend that period. The period of 
two months shall commence on the day following receipt 
of the notification, or if the information to be supplied 
with the notification is incomplete, on the day following 
the receipt of the complete information. 
4. The Commission may commence proceedings after 
the expiry of the two months period where the infor­
mation supplied by the undertakings in the notification is 
false or misleading. 
5. Without prejudice to paragraph 4 a concentration 
notified to the Commission shall be considered not to 
have given grounds for action if the Commission has not 
No C 130/8 Official Journal of the European Communities 19. 5. 88 
commenced proceedings within the period specified in 
paragraph 3. 
Article 7 
Suspension of the concentration 
1. Undertakings shall not put into effect a concen­
tration notified to the Commission before the end of the 
time limit provided for in Article 6 (3) unless the 
Commission informs them pursuant to Article 6(1) that 
there are no grounds for action on its part under this 
Regulation. 
2. Paragraph 1 shall not prevent or impede the 
implementation of a public takeover bid which has been 
notified to the Commission at the date of its inscription, 
provided that the acquirer does not exercise the voting 
rights attached to the shares in question. 
3. Where the Commission commences proceedings the 
undertakings concerned shall not put into effect the 
concentration until the Commission has authorized it as 
compatible with the common market or has closed the 
proceedings. 
4. The Commission may at any time waive paragraphs 
1 and 3 in order to prevent serious and irreparable 
damage to one or more undertakings concerned by the 
concentration. 
Article 8 
Powers of decision of the Commission 
1. The Commission may by decision state whether a 
concentration is or is not compatible with the common 
market. 
2. Where the Commission finds that a concentration is 
caught by Article 2 (2) and that the conditions laid down 
in Article 2 (4) are not satisfied, it shall issue a decision 
refusing the authorization and declaring the concen­
tration to be incompatible with the common market. 
3. Where a concentration has already been put into 
effect, the Commission may require, by decision taken 
under paragraph 1 or by a separate decision, the under­
takings or assets acquired or concentrated to be 
separated or the cessation of common control or any 
other action that may be appropriate in order to restore 
conditions of effective competition. 
4. Where the Commission finds that a concentration 
satisfies the conditions laid down in Article 2 (4), it shall 
issue a decision authorizing the concentration as 
compatible with the common market; conditions and 
obligations may be attached thereto. Article 9 
Closure of proceedings 
If, after having commenced proceedings in respect of a 
concentration, the Commission finds that there are no 
grounds for action on its part under this Regulation, it 
shall close the proceedings and so immediately inform 
the undertakings concerned and the competent auth­
orities of the Member State. 
Article 10 
Requests for information 
1. In carrying out the duties assigned to it by this 
Regulation, the Commission may obtain all necessary 
information from the governments and competent auth­
orities of the Member States and from undertakings and 
associations of undertakings. 
2. When sending a request for information to an 
undertaking or association of undertakings, the 
Commission shall at the same time forward a copy of the 
request to the competent authority of the Member State 
in whose territory the seat of the undertaking or asso­
ciation of undertakings is situated. 
3. In its request the Commission shall state the legal 
basis and the purpose of the request and also the 
penalties provided for in Article 13 (1) (b) for supplying 
incorrect information. 
4. The owners of the undertakings or their represen­
tatives and, in the case of legal persons, companies or 
firms, or of associations having no legal personality, the 
persons authorized to represent them by law or by their 
memorandum, shall supply the information requested. 
5. Where an undertaking or association of under­
takings does not supply the information requested within 
the time limit fixed by the Commission, or supplies 
incomplete information, the Commission shall by 
decision require the information to be supplied. The 
decision shall specify what information is required, fix an 
appropriate time limit within which it is to be supplied 
and mention the penalties provided for in Article 
13 (1) (b) and Article 14 (1) (a) and the right to have the 
decision reviewed by the Court of Justice. 
6. The Commission shall at the same time forward a 
copy of its decision to the competent authority of the 
Member State in whose territory the seat of the under­
taking or association of undertakings is situated. 
Article 11 
Investigations by the authorities of the Member States 
1. At the request of the Commission, the competent 
authorities of the Member States shall undertake the 
investigations which the Commission considers to be 
19. 5. 88 Official Journal of the European Communities No C 130/9 
necessary pursuant to Article 12 (1), or which it has 
ordered by decision pursuant to Article 12 (3). The 
officials of the competent authorities of the Member 
States responsible for conducting these investigations 
shall exercise their powers upon production of an auth­
orization in writing issued by the competent authority of 
the Member State in whose territory the investigation is 
to be made. Such authorization shall specify the subject 
matter and purpose of the investigation. 
2. If so requested by the Commission or by the 
competent authority of the Member State in whose 
territory the investigation is to be made, officials of the 
Commission may assist the officials of such authority in 
carrying out their duties. 
Article 12 
Investigating powers of the Commission 
1. In carrying out the duties assigned to it by this 
Regulation, the Commission may undertake all necessary 
investigations into undertakings and associations of 
undertakings. 
To this end the officials authorized by the Commission 
are empowered: 
(a) to examine the books and other business records; 
(b) to take or demand copies of or extracts from the 
books and business records; 
(c) to ask for oral explanations on the spot; 
(d) to enter any premises, land and means of transport 
of undertakings. 
2. The officials of the Commission authorized to 
carry out these investigations shall exercise their powers 
upon production of an authorization in writing speci­
fying the subject matter and purpose of the investigation 
and the penalties provided for in Article 13 (1) (c) in 
cases where production of the required books or other 
business records is incomplete. In good time before the 
investigation, the Commission shall inform the 
competent authority of the Member State in whose 
territory the investigation is to be made of the investi­
gation and of the identity of the authorized officials. 
3. Undertakings and associations of undertakings shall 
submit to investigations ordered by Decision of the 
Commission. The Decision shall specify the subject 
matter and purpose of the investigation, appoint the date 
on which it is to begin and indicate the penalties 
provided for in Article 13(1) (c) and Article 14(1) (b) 
and the right to have the decision reviewed by the Court 
of Justice. 4. The Commission shall take Decisions referred to in 
paragraph 3 after consultation with the competent 
authority of the Member State in whose territory the 
investigation is to be made. 
5. Officials of the competent authority of the Member 
State in whose territory the investigation is to be made 
may, at the request of such authority or of the 
Commission, assist the officials of the Commission in 
carrying out their duties. 
6. Where an undertaking opposes an investigation 
ordered pursuant to this Article, the Member State 
concerned shall afford the necessary assistance to the 
officials authorized by the Commission to enable them to 
make their investigation. Member States shall, after 
consultation with the Commission, take the necessary 
measures to this end before . . . 
Article 13 
Fines 
1. The Commission may, by Decision, impose on 
undertakings and associations of undertakings fines of 
from 1 000 to 100 000 ECU where intentionally or negli­
gently: 
(a) they supply incorrect or misleading information in a 
notification pursuant to Article 4; 
(b) they supply incorrect information in response to a 
request made pursuant to Article 10 or fail to supply 
information within the time limit fixed by a Decision 
taken pursuant to Article 10; 
(c) they produce the required books or other business 
records in incomplete form during investigations 
under Article 11 or 12, or refuse to submit to an 
investigation ordered by Decision taken pursuant to 
Article 12. 
2. The Commission may by Decision impose on 
natural or legal persons fines of from 1 000 to 2 million 
ECU where, either intentionally or negligently, they 
commit a breach of the obligation to notify pursuant to 
Article 4. 
3. The Commission may by Decision impose fines not 
exceeding 10 % of the value of the reorganized assets 
where the undertakings concerned either intentionally or 
negligently put into effect a concentration in breach of 
their obligations pursuant to Article 7 or in spite of a 
Decision pursuant to Article 8 (2). 
Article 14 
Periodic penalty payments 
1. The Commission may, by Decision, impose on 
undertakings or associations of undertakings periodic 
penalty payments up to 50 000 ECU for each day of the 
No C 130/10 Official Journal of the European Communities 19. 5. 88 
delay calculated from the date appointed by the 
Decision, in order*to compel them: 
(a) to supply complete and correct information which it 
has requested by Decision taken pursuant to Article 
10; 
(b) to submit to an investigation which it has ordered by 
Decision taken pursuant to Article 12. 
2. The Commission may by Decision impose on such 
undertakings periodic penalty payments up to 100 000 
ECU for each day of the delay, calculated from the day 
appointed by the Decision, in order to compel them to 
apply the measures resulting from a Decision taken 
pursuant to Article 8 (2). 
Article 15 
Review by the Court of Justice 
The Court of Justice shall have unlimited jurisdiction 
within the meaning of Article 172 of the Treaty to 
review Decisions whereby the Commission has fixed a 
fine or periodic penalty payment; it may cancel, reduce 
or increase the fine or periodic penalty payment 
imposed. 
Article 16 
Professional secrecy 
1. Information acquired as a result of the application 
of Articles 10, 11 and 12 shall be used only for the 
purpose of the relevant request or investigation. 
2. Without prejudice to the provisons of Article 20, 
the Commission and the competent authorities of the 
Member States, their officials and other servants shall 
not disclose information acquired by them as a result of 
the application of this Regulation and of the kind 
covered by the obligation of professional secrecy. 
3. The provisions of paragraphs 1 and 2 shall not 
prevent publication of general information or surveys 
which do not contain information relating to particular 
undertakings or associations of undertakings. 
Article 17 
Hearing of the parties and third parties 
1. Before taking the Decisions provided for in Articles 
8, 13 and 14, the Commission shall give the parties the 
opportunity of being heard on the matters to which the 
Commission has taken objection. 
2. If the Commission or the competent authorities of 
the Member States consider it necessary, the 
Commission may also hear other natural or legal persons. Applications to be heard on the part of such 
persons shall, where they show a sufficient interest, be 
granted. 
Article 18 
Liaison with the authorities of the Member States 
1. The Commission shall forthwith transmit to the 
competent authorities of Member States a copy of the 
notifications together with the most important 
documents lodged with or issued by the Commission 
pursuant to this Regulation. 
2. Before commencing proceedings pursuant to Article 
6, the Commission shall seek the views of the competent 
authorities of the Member States directly concerned by 
the concentration. 
3. The Commission shall carry out the procedure set 
out in this Regulation in close and constant cooperation 
with the competent authorities of the Member States; 
such authorities shall have the right to express their views 
upon that procedure, and in particular to request the 
Commission to commence proceedings pursuant to 
Article 6. 
4. The Advisory Committee on Restrictive Practices 
and Dominant Positions shall be consulted prior to the 
taking of any decision pursuant to Articles 8, 13 and 14. 
5. The Advisory Committee shall consist of officials 
having responsibility for restrictive practices and 
dominant positions. Each Member State shall appoint an 
official to represent it; he may be replaced by another 
official where he is unable to act. 
6. Consultation shall take place at a meeting convened 
at the invitation of the Commission. A summary of the 
facts, together with the most important documents and a 
preliminary draft of the decision to be taken, shall be 
sent with the invitation. The committee shall deliver its 
opinion on the draft, within a time limit which the 
chairman may lay down according to the urgency of the 
matter, if necessary by taking a vote. 
7. The opinion shall be recorded in the minutes; in 
addition, each Member State shall have the right to ask 
to have its position recorded in the minutes. 
8. The Commission shall take the utmost account of 
the opinion delivered by the committee. It shall inform 
the committee of the manner in which its opinion has 
been taken into account. 
Article 19 
Time limits for decision 
1. Decisions pursuant to Article 8 (2) or (4) shall be 
taken within four months following the date of 
19. 5. 88 Official Journal of the European Communities No C 130/11 
commencement of proceedings, save where there is 
agreement with the undertakings concerned to extend 
that period. 
2. The period of four months shall be suspended 
where the Commission, owing to circumstances for 
which one of the undertakings concerned by the concen­
tration is responsible, has to request information by 
Decision taken pursuant to Article 10 or to order an 
investigation by Decision taken pursuant to Article 12. 
3. Without prejudice to paragraph 2 a concentration 
shall be considered to have been authorized as 
compatible with the common market if the Commission 
has not taken a Decision pursuant to Article 8 (2) or (4) 
before expiry of the period specified in paragraph 1. 
Article 20 
Publication of decisions 
1. The Commission shall publish in the Official 
Journal of the European Communities the decisions which 
it takes pursuant to Article 8. 
2. The publication shall state the names of the parties 
and the main content of the decision; it shall have regard 
to the legitimate interest of undertakings in the 
protection of their business secrets. Article 21 
Jurisdiction 
Subject to review by the Court of Justice, the 
Commission shall have sole competence to take the 
decisions provided for in this Regulation. 
Article 22 
Exclusive application of this Regulation 
Regulations No 17, (EEC) No 1017/68, (EEC) No 
4056/86 and (EEC) No 3975/87 shall not apply to 
concentrations falling within the scope of this Regu­
lation. 
Article 23 
Implementing provisions 
The Commission shall have power to adopt 
implementing provisions concerning the form, content 
and other details of notifications pursuant to Article 4 
and hearings pursuant to Article 17. 
Article 24 
Entry into force 
This Regulation shall enter into force . . . 
This Regulation shall be binding in its entirety and 
directly applicable in all Member States.