No C 269/20 Official Journal of the European Communities 14. 10. 91 
Opinion on the proposal for a Council Decision concerning the conclusion of a Cooperation 
Agreement between the European Economic Community and the Republic of Turkey in the 
field of medical and health research (*) 
(91/C 269/05) 
On 2 July 1991 the Council decided to consult the Economic and Social Committee, under 
Article 130q(2) of the Treaty establishing the European Economic Community, on the 
abovementioned proposal. 
The Section for Protection of the Environment, Public Health and Consumer Affairs, which 
was responsible for preparing the Committee's work on the subject, adopted its Opinion on 
4 June 1991. The Rapporteur was Mr Aspinall. 
At its 288th plenary session (meeting of 3 July 1991), the Economic and Social Committee 
adopted the following Opinion unanimously. 
The Committee welcomes the creation of a cooperation 
agreement with the Republic of Turkey, which will 
permit medical research cooperation between the Euro­
pean Community and the Republic of Turkey and be 
to the advantage of the region in all aspects. 
1. General comments 
1.1. Under a Council decision of 17 November 1987 
a programme in the field of medical and health research 
(1987-1991) was adopted (2). 
1.2. Article 7(1) allowed for the inclusion of non-
EC Member States who participate in the European 
Cooperation in the field of scientific and technical 
research (COST). The Republic of Turkey is one of the 
7 non-EC members (19 members in all) of COST. 
1.3. Turkey has a population of 59 million over an 
area of 790 000 sq km where there are many health care 
challenges. 
1.4. Medical centres in Ankara already participate 
as World Health Organization (WHO) collaborating 
centres and currently attend the Commission's CGC as 
observers. 
1.5. The adoption of the Decision will allow Turkey 
to cooperate in the research and development (R&D) 
Programme until the end of 1991. 
2. Cooperation with Turkey 
2.1. The special experience of Turkey, lying on the 
most southerly frontier of the European Community, renders close cooperation in medical and health services 
research on specific targets desirable. Such collabor­
ation and mutual exchange of experience, particularly 
in relation to health care services, will clearly be of 
advantage to the Republic of Turkey and also to Mem­
ber States especially in this geographical region. 
2.2. The two targets which have been identified are: 
Target II. 1. — Medical technology development 
Area II.l.l. — Diagnostic methods and monitoring 
Area II.1.2. — Treatment and rehabilitation 
Area II. 1.3. — Technical and clinical evaluation 
Target II.2. — Health services research 
Area II.2.1. — Research on prevention 
Area II.2.2. — Research on care delivery service 
Area II.2.3. — Research on health care organisation 
Area II.2.4. — Health technology assessment. 
2.3. Whilst the Committee supports collaboration 
on the specific target areas mentioned above, it con­
siders that infectious disease control, in particular chol­
era and typhoid, should constitute a priority. The colla­
borative agreement should emphasize the exchange of 
information and experience between health care pro­
fessionals and the exchange of personnel for training 
purposes. 
3. Specific comments 
(*) OJ No C 76, 21. 3. 1991, p. 4. 3.1. The Committee considers that the Council 
(2) OJ No C 334,24.11.1987. should include COST Member States in the Fourth 
14. 10. 91 Official Journal of the European Communities No C 269/21 
R&D Programme and thus permit the agreement with 
Turkey beyond 1991. 
Done at Brussels, 3 July 1991. 
1. Introduction 
This proposal is closely linked with another current 
proposal relating to the Fifth Directive, on which the 
Committee has also prepared an Opinion (2), and to the 
amended proposal for a Thirteenth Directive which is 
currently before the Council of Ministers, and on which 
the Committee has already adopted an Opinion (3). All 
of these measures relate to takeover activity, but the 
proposed alterations to the Second and Fifth Directives 
will also have application in other circumstances, like 
the directives themselves. 
The alteration to the Second Directive deals with the 
acquisition by a company of its own shares, and is 
relatively straightforward. It is described in paragraphs 
14 and 15 of the Commission's explanatory memor­
andum. In essence, the proposal would extend to the 
(J) OJ No C 8, 12. 1. 1991, p. 5. 
(2) Opinion adopted on 3 July 1991. 
(3) OJ No C 102, 18. 4. 1991, p. 49. 3.2. The Committee requests the Commission to 
send to the ESC the summary report on implementation 
and the results of the research programme. 
The Chairman 
of the Economic and Social Committee 
Francois STAEDELIN 
subsidiaries of a company the rules which prevent a 
company from acquiring and holding more than 10% 
of its own shares, and would disenfranchise any shares a 
subsidiary might hold, like shares held by the company 
itself. 
2. General remarks 
2.1. The Committee agrees with the broad thrust of 
the Commission's intention to reduce existing barriers 
to takeovers in order to create a 'level playing field' 
for takeover activity across the Member States of the 
Community. 
2.2. The Committee agrees that companies should 
not be able to acquire their own shares in order to be 
able to make use of the votes attaching to the shares, 
whether in the circumstances of a proposed takeover, 
or in other circumstances. The Committee recognizes 
that the existing wording of the Second Directive 
intended to prevent this practice leaves a loophole by 
which companies can make use of their subsidiaries to 
circumvent this intention, and the Committee therefore Opinion on the proposal for a Council Directive amending Directive 77/91/EEC on the 
formation of public limited liability companies and the maintenance and alteration of their 
capital (!) 
(91/C 269/06) 
On 13 February 1991 the Council decided to consult the Economic and Social Committee, 
under Article 54 of the Treaty establishing the European Economic Community, on the 
abovementioned proposal. 
The Section for Industry, Commerce, Crafts and Services, which was responsible for preparing 
the Committee's work on the subject, adopted its Opinion on 5 June 1991 in the light of the 
Report by Mr Bell. 
At its 288th plenary session (meeting of 3 July 1991) the Economic and Social Committee 
adopted the following Opinion unanimously.