20. 10. 86 Official Journal of the European Communities No C 263/1 
II 
(Preparatory Acts) 
ECONOMIC AND SOCIAL COMMITTEE 
Opinion on the proposal for a Council Directive on information to be published when major 
holdings in the capital of a listed company are acquired or disposed of (l) 
(86/C 263/01) 
On 20 January 1986 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 Committee for Economic and Financial Questions, which was responsible for preparing 
the Committee's work on the subject, adopted its opinion on 27 May 1986, in the light of 
the report by Mr Rouzier. 
At its 238th plenary session (meeting of 2 July 1986) the Economic and Social Committee 
adopted the following opinion by a large majority, with one vote against and two abstentions: 
1. General comments 
1.1. The proposal is part of a programme under 
which several Directives dealing with the problems of 
listed companies have already been adopted. 
1.2. The Committee approves in principle the main 
points of the Commission's proposal. 1.5. The Committee thinks that financial integration 
of the Community is of key importance in completing 
the internal market. 
In addition, the Committee welcomes the headway 
being made, with the Commission's support, towards 
the interpenetration of security markets with the organ­
ized cooperation of the Member States' stock exchanges 
and hopes that these efforts will continue. 
1.3. This proposal clarifies existing rules. Its aim is 
to ensure that securities markets function properly and 
to encourage interpenetration of these markets in the 
Community. 2. Specific comments 
2.1. The scope of the proposed Directive, as defined 
in Article 1, is relatively wide in that it applies to any 
person who acquires or disposes of a major holding in 
a listed company. 
1.4. The adoption of this proposal will help to make 
stock exchange operations more transparent for share­
holders and potential investors and to encourage savers 
to acquire shares in listed companies. 
(!) OJ No C 351, 31. 12. 1985, p. 35. The Committee fears that, despite appearances, the 
definition of persons subject to this Directive lacks 
clarity. 
The Committee also considers that 'persons who 
acquire or dispose of a major holding' should be further 
defined. It proposes adding 'as owners' after 'who' in 
line 1 of Article 1 (1). 
No C 263/2 Official Journal of the European Communities 20. 10. 86 
2.2. Without wishing to restrict the scope of this 
proposed Directive, the Committee would like the 
Council to reflect, before deciding, on whether public 
investment trusts should fall within the scope of the 
Directive. 
2.3. The Committee is of the view that the Member 
States must inform the Commission of the reasons 
and anticipated deadlines for the application of the 
additional requirements to which they may subject 
persons and companies under Article 2. 
2.4. The Committee would like to see a reduction in 
the number of thresholds stipulated in Article 3. 
2.5. In the Committee's view Article 4, on the prob­
lem of shares held by an intermediary, should be further 
clarified as major legal problems could arise. 2.6. Article 8 provides for a period of seven calendar 
days during which a company having received a declar­
ation indicating a change in the percentage of capital 
(acquisition or disposal) must inform the public. The 
Committee thinks that this information should be circu­
lated very quickly, but would point out that a period 
of seven days could prove too short in some Member 
States. 
2.7. The Committee would add 'and known by the 
company' after the words 'by that person' in line 3 of 
Article 8 (2). 
2.8. The Committee welcomes the fact that the Con­
tact Committee set up by Directive 79/279/EEC(1) will 
closely monitor the implementation of this Directive 
and will advise the Commission on any amendments 
regarded as necessary if the Directive is to help to 
establish a true European capital market. 
t1) OJ No L 66, 16. 3. 1979. 
Done at Brussels, 2 July 1986. 
The Chairman 
of the Economic and Social Committee 
Gerd MUHR 
Opinion on the proposal for a Council Regulation (EEC) amending Regulation (EEC) No 
1365/75 on the creation of a European Foundation for the improvement of living and working 
conditions 
(86/C 263/02) 
On 11 February 1986 the Council decided to consult the Economic and Social Committee, 
under Article 198 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 
3 June 1986, in the light of the report by Mr Meraviglia. 
At its 238th plenary session (meeting of 2 July 1986), the Economic and Social Committee 
adopted the following opinion by a majority, with 11 abstentions: 
1. General comments 
1.1. The Committee notes that although the draft 
Regulation does not call into question the tasks or 
original objectives and purpose of the Foundation, it 
does contain significant and harmful policy implications 
in that it would bring sweeping changes to the long­standing and crucial role played by the social partners 
in working towards the Foundation's objectives. 
1.2. Even if there have been some difficulties in the 
running of the Foundation in the past, in the Com­
mittee's view they do not justify a substantial change 
in the organizational structure such as to alter the role