No C 22/14 Official Journal of the European Communities 28. 1. 89 
II 
(Preparatory Acts) 
COMMISSION 
Amended proposal for a Council Regulation (EEC) on the control of concentrations between 
undertakings (') 
COM(88) 734 final — revised version 
(Submitted by the Commission pursuant to Article 149 (3) of the EEC Treaty on 30 November 
1988) 
(89/C 22/06) 
(5) Whereas, however, it must be ensured that the 
process of reorganization does not give rise to 
lasting damage to competition; whereas the system 
of undistorted competition must therefore include 
provisions governing those concentrations which 
may impede effective competition in the common 
market; 
(6) Whereas, pursuant to Articles 85 and 86, anti­
competitive agreements, decisions and practices, 
which may affect trade between Member States, are 
prohibited, provided that their impact on compe­
tition and trade is appreciable; 
(7) Whereas the principles laid down in Articles 85 and 
86 apply also to arrangements which alter the 
competitive structure of the market and whereas 
provisions for the implementation of those prin­
ciples must take due account of the specific context 
of market structure; 
(8) Whereas those provisions should apply to 
significant structural changes, whose impact on the 
market goes beyond the national borders of one 
Member State; 
(9) 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; 
(10) Whereas this is the case where the aggregate 
turnover of all the undertakings concerned exceeds 
a given level and where at least two of the under­
takings concerned have their sole or principal field 
of activities in a different Member State or where, 
although the undertakings in question act mainly in 
one and the same Member State, at least one of 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, 
(1) 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'; 
(2) Whereas this system is essential for the achievement 
of the internal market by 1992; 
(3) Whereas the dismantling of internal frontiers can be 
expected to result in major corporate reorganiz­
ations in the Community, particularly in the form 
of concentrations; 
(4) Whereas such a development must be welcomed as 
being in line with the requirements of dynamic 
competition and liable to strengthen the competi­
tiveness of European industry, to improve the 
conditions of growth and to raise the standard of 
living in the Community; 
(') OJ No C 130, 19. 5. 1( 
28. 1. 89 Official Journal of the European Communities No C 22/15 
them has substantial operations in at least one other 
Member State through subsidiaries or direct sales; 
whereas this is also the case where the concen­
trations effected by undertakings which do not have 
their principal field of activities in the Community 
are such as to have an effect within the common 
market; 
(11) Whereas the existing competition rules and in 
particular Article 87 provide a legal basis for the 
control of certain forms and types of concentration; 
(12) Whereas it is necessary, however, to create a legal 
framework which makes it possible to treat in a 
comprehensive way all concentrations having the 
same impact on the competitive structure of the 
common market or a substantial part thereof; 
(13) Whereas, pursuant to Article 235 the Community 
may, by way of Regulation, give itself the 
additional powers of action necessary for the 
attainment of this objective, and in particular with 
regard to concentrations on the markets for 
products listed in Annex II to the Treaty; 
(14) Whereas the Regulation should establish the 
principle that concentrations which create or 
strengthen a position as a result of which the main­
tenance or development of effective competition is 
impeded in the common market or in a substantial 
part thereof are to be declared incompatible with 
the common market; 
(15) Whereas concentrations which, by reason of the 
limited market share of the undertakings 
concerned, are not liable to impede effective 
competition may be presumed to be compatible 
with the common market; whereas, in particular, 
this may be presumed where the market share of 
the undertakings concerned does not exceed 25 % 
either in the common market or in a substantial 
part thereof; 
(16) Whereas authorization should be available in 
respect of concentrations which, although they 
impede effective competition, contribute to the 
attainment of the basic objectives of the Treaty in 
such a way that, on balance, their economic 
benefits prevail over the damage they cause to 
competition; 
(17) Whereas the Regulation should also provide that 
decisions of compatibility and authorizations may 
be made subject to conditions and obligations to be 
determined case by case in order to ensure that 
conditions of effective competition are maintained; (18) Whereas the Commission should have the task of 
taking all the decisions necessary to establish 
whether or not concentrations which fall within the 
scope of application of the Regulation are 
compatible with the common market, as well as 
decisions designed to restore and maintain 
conditions of effective competition; 
(19) Whereas, to ensure effective supervision, prior noti­
fication and the suspension of concentrations 
should be made obligatory; 
(20) Whereas a period within which the Commission 
must initiate a proceeding in respect of a concen­
tration notified to it and a period within which it 
must give a final decision on the compatibility or 
incompatibility with the common market of a 
notified concentration should be laid down; 
(21) Whereas undertakings concerned must be accorded 
the right to be heard by the Commission as soon as 
a proceeding has been initiated, and third parties 
showing a legitimate interest must be given the 
opportunity to submit their comments; 
(22) Whereas the Commission should act in close and 
constant liaison with the competent authorities of 
the Member States and should obtain the views of 
those most directly concerned by a concentration; 
(23) Whereas, for the purposes of this Regulation, 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 appraise 
concentrations; 
(24) Whereas compliance with this Regulation must be 
enforceable by means of fines and periodic penalty 
payments: whereas the Court of Justice should be 
given unlimited jurisdiction in that regard pursuant 
to Article 172; 
(25) Whereas it is appropriate to define the concept of 
concentration in such a manner as to cover oper­
ations bringing about a change in the structure of 
the undertakings concerned; whereas it is therefore 
necessary to exclude from the scope of application 
of this Regulation those operations which have as 
their object or effect the coordination of the 
competitive behaviour of independent undertakings, 
since such operations fall to be examined under the 
provisions of other regulations implementing 
Articles 85 or 86; 
(26) 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 Regu-
No C 22/16 Official Journal of the European Communities 28. 1. 89 
lation apply to all concentrations with a 
Community dimension, whether or not they fall 
within the scope of Article 85 or 86; 
(27) Whereas the Member States may not apply their 
national legislation on competition to concen­
trations having a Community dimension, unless 
expressly empowered to do so by the Commission; 
(28) Whereas, however, this principle does not prevent 
Member States from taking appropriate measures in 
so far as is necessary to protect legitimate interests 
other than those pursued by this Regulation, 
,, provided that such interests are sufficiently defined 
and protected by domestic law and that such 
measures are compatible with the other provisions 
of Community law, 
HAS ADOPTED THIS REGULATION: 
Article 1 
Scope of application 
1. This Regulation shall apply to all concentrations 
having a Community dimension as defined in paragraph 
2, whether or not they fall within the scope of Article 85 
or 86. 
2. For the purposes of this Regulation, a concen­
tration has a Community dimension where: 
(a) the aggregate worldwide turnover of all the under­
takings concerned is more than ECU 1 000 million 
ECU, and 
(b) the aggregate Community-wide turnover of each of 
at least two of the undertakings concerned is more 
than ECU 100 million, 
unless each of the undertakings concerned achieves more 
than three-quarters of its aggregate Community-wide 
turnover within one and the same Member State. 
Article 2 
Appraisal of concentrations 
1. Concentrations falling within the scope of this 
Regulation shall be appraised with a view to establishing 
whether or not they are compatible with the common 
market, by reference in particular to the market position 
of the undertakings concerned and to their economic 
and financial power, to opportunities of choice available 
to suppliers and users, to their access to supplies or 
markets, to the structure of the markets affected taking 
account of international competition, to legal and factual 
barriers to entry, and to supply and demand trends for 
the relevant goods or services. 2. Concentrations which do not create or strengthen a 
position as a result of which the maintenance or devel­
opment of effective competition would be impeded in the 
common market or in a substantial part thereof shall be 
declared compatible with the common market. 
3. Concentrations which create or strengthen a 
position as a result of which the maintenance or devel­
opment of effective competition is impeded in the 
common market or in a substantial part thereof shall be 
declared incompatible with the common market unless 
authorized on the ground that their contribution to 
improving production and distribution, to promoting 
technical or economic progress or to improving the 
competitive structure within the common market 
outweighs the damage to competition. In this respect, the 
competitiveness of the sectors concerned with regard to 
international competition and the interests of consumers 
shall be taken into account. 
Concentrations shall be authorized on account of their 
compatibility with the common market only in so far as 
they do not: 
(a) impose on the undertakings concerned restrictions 
which are not indispensable to the implementation of 
the concentration, and 
(b) afford the undertakings concerned the possibility 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 occur where: 
(a) two or more undertakings merge; or 
(b) — one or more persons already controlling at least 
one undertaking, or 
— one or more 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 object or effect the 
coordination of the competitive behaviour of inde­
pendent undertakings shall be deemed not to give rise to 
a concentration within the meaning of paragraph 1 (b). 
The creation of a joint venture performing on a lasting 
basis all the functions of an autonomous economic 
entity, which does not have as its object or effect the 
coordination of the competitive behaviour of the under­
takings concerned, shall be deemed to be a concentration 
within the meaning of paragraph 1 (b). 
28. 1. 89 Official Journal of the European Communities No C 22/17 
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 in 
particular by: 
(a) ownership or the right to use all or part of the assets 
of an undertaking; 
(b) rights or contracts which confer decisive influence on 
the composition, voting or decisions of the organs of 
an undertaking; 
(c) rights or contract 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) any other means conferring decisive influence on the 
activity of an undertaking. 
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 derived from a private law 
contract, hold assets of an undertaking or shares in 
an undertaking, and have power to exercise the 
rights attaching thereto, unless that power may be 
revoked at any time or unless they are bound by 
special instructions from their principals. 
5. Control of an undertaking is not constituted where 
banks or financial institutions acquire shares in an under­
taking with a view to selling them, provided that they do 
not exercise voting rights in respect of those shares with 
a view to determining the competitive behaviour of that 
undertaking. 
Article 4 
Prior notification of concentrations 
1. Concentrations as referred to by this Regulation, 
whether or not they form the subject-matter of an 
agreement, shall be notified to the Commission before 
they are put into effect. 2. Concentrations within the meaning of Article 
3 (1) (a) shall be notified jointly by the parties 
concerned. In the cases referred to in Article 3 (1) (b), 
the notification shall be made by the party or parties 
seeking to acquire control of the whole or parts of one 
or more undertakings. 
3. Where the Commission finds that a concentration 
falls within the scope of application of this Regulation, it 
shall immediately publish the main contents of the notifi­
cation. The publication shall contain the names of the 
parties, the nature of the concentration and the 
economic sectors involved. It shall take account of the 
legimate interest of undertakings in the protection of 
their business secrets. 
Article 5 
Calculation of turnover 
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. By way of derogation from paragraph 1, where the 
concentration consists in the acquisition of parts, 
whether or not constituted as legal entities, of one or 
more undertakings or of a group of undertakings, only 
the turnover relating to the parts which are the subject of 
the operation shall be taken into account with regard to 
the seller or sellers. 
3. In place of turnover the following shall be used: 
(a) for banking and financial institutions: as regards 
Article 1 (2) (a) and (b), one tenth of their assets; as 
regards the final part of Article 1 (2), operations with 
clients from their own and from other Member 
States; 
(b) for insurance companies: the value of premiums 
received. 
4. Without prejudice to the provisions of paragraph 2, 
the relevant turnover for each of the undertakings 
concerned shall be calculated by adding together the 
respective turnovers of all undertakings belonging to the 
same group. 
In this respect the following undertakings shall be taken 
into account: 
(a) those which take part directly in the concentration; 
No C 22/18 Official Journal of the European Communities 28. 1. 89 
(b) those in which a party to the concentration, directly 
or indirectly, 
— owns at least half the capital or business assets, 
or 
— has the power to exercise at least half the voting 
rights, or 
— has the power to appoint at least 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 rights or powers as listed 
in (b); 
(d) those in or over which an undertaking as referred to 
in (c) directly or indirectly has rights or powers as 
listed in (b). 
Undertakings in which several undertakings as referred 
to in (a) to (d) jointly have, directly or indirectly, rights 
or powers as set out in (b) shall also be considered to be 
undertakings concerned. 
Article 6 
Initiation of proceedings 
1. Where the Commission finds that a concentration 
falls within the scope of application of this Regulation, it 
shall immediately initiate a proceeding with a view to 
establishing whether or not that concentration is 
compatible with the common market. It shall so inform 
the undertakings concerned and the competent auth­
orities of the Member States without delay. 
2. Where the Commission finds that a notified 
concentration does not fall within the scope of 
application of this Regulation, it shall immediately so 
inform the undertakings concerned and the competent 
authorities of the Member States. 
3. As regards notified concentrations, decisions 
pursuant to paragraphs 1 and 2 shall be taken within a 
period not exceeding one month, unless the undertakings 
concerned agree to extend that period. The period of 
one month shall commence on the day following the 
date of receipt of the notification, or if the information 
to be supplied with the notification is incomplete, on the 
day following the date of receipt of the complete infor­
mation. 
4. The Commission may initiate a proceeding after 
the expiry of the period provided for in paragraph 3 
where the information supplied by the undertakings in 
the notification or thereafter is false or misleading. Article 7 
Suspension of the concentration 
1. Undertakings shall suspend the implementation of a 
concentration which falls within the scope of application 
of this Regulation until the Commission has decided on 
initiation of a proceeding pursuant to Article 6. 
2. In order to ensure conditions of effective compe­
tition, the Commission may decide, when it initiates a 
proceeding pursuant to Article 6 (1), that the suspension 
of the implementation of a concentration should be 
extended until it takes a final decision pursuant to 
Article 8. 
3. The provisions of paragraphs 1 and 2 shall not 
impede the implementation of a public takeover or 
exchange bid which has been notified to the Commission 
by the date of its announcement, provided that the 
acquirer does not exercise the voting rights attached to 
the shares in question. 
4. The Commission may, on request, waive the 
provisions of paragraphs 1 and 2 or the proviso 
contained in paragraph 3 in order to prevent serious 
damage to one or more undertakings concerned by a 
concentration; the waiver may be made subject to 
conditions and obligations in order to ensure conditions 
of effective competition. 
Article 8 
Powers of decision of the Commission 
1. For each proceeding initiated pursuant to Article 6 
and concerning a notified concentration, the 
Commission shall establish by decision whether or not 
that concentration is compatible with the common 
market. 
2. Where the Commission finds that a notified 
concentration fulfils the conditions of compatibility laid 
down in Article 2 (2), it shall issue a decision declaring 
the concentration compatible with the common market; 
conditions and obligations may be attached thereto in 
order to ensure conditions of effective competition. In 
such a case, the Commission may also empower Member 
States which are directly concerned by the concentration 
to apply their national legislation on competition in 
order to ensure conditions of effective competition in 
local markets within their respective territories. 
3. Where the Commission finds that a notified 
concentration fulfils all the conditions laid down in 
Article 2 (3), it shall issue a decision authorizing the 
concentration as being compatible with the common 
market; conditions and obligations may be attached 
28. 1. 89 Official Journal of the European Communities No C 22/19 
thereto in order to ensure conditions of effective compe­
tition. The decision granting the authorization shall also 
cover additional restrictions reasonably ancillary to the 
implementation of the concentration. 
4. Where the Commission finds that a concentration 
fulfils the conditions of incompatibility laid down in 
Article 2 (3) but does not fulfil the conditions for an 
authorization laid down therein, it shall issue a decision 
refusing the authorization and declaring the concen­
tration incompatible with the common market. 
5. Where a concentration has already been 
implemented, the Commission may require in a decision 
pursuant to paragraph 1 or by separate decision, the 
undertakings or assets grouped together 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. 
6. The Commission may revoke its decision pursuant 
to paragraphs 2 or 3 where the decision is based on 
incorrect information for which one of the undertakings 
involved in the concentration is responsible or where the 
decision has been obtained by deceit. 
It may also revoke its decision pursuant to paragraphs 2 
or 3 where the undertakings concerned commit a breach 
of an obligation attached to the decision. 
7. Authorizations of concentrations by the 
Commission shall in no way alter collective workers' 
rights in force in the undertakings concerned. 
Article 9 
Time limits for decisions 
1. Decisions pursuant to Article 8 (2) concerning 
notified concentrations shall be taken within one month 
following the date of initiation of the proceeding, unless 
the undertakings concerned agree to an extension of that 
period. 
2. Decisions pursuant to Article 8 (3) and (4) 
concerning notified concentrations shall be taken within 
four months following the date of initiation of the 
proceeding, unless the undertakings concerned agree to 
an extension of that period. 
3. By way of exception, the periods of one and four 
months set respectively by paragraphs 1 and 2 shall be 
suspended where the Commission, owing to circum­
stances for which one of the undertakings involved in the 
concentration is responsible, has had to request infor­
mation by decision pursuant to Article 10 or to order an 
investigation by decision pursuant to Article 12. 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 persons, under­
takings and associations of undertakings. 
2. When sending a request for information to a 
person, an undertaking or an association of under­
takings, 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 residence of the 
person or the seat of the undertaking or association 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 information requested shall be supplied, in the 
case of undertakings, by their owners or their represen­
tatives and, in the case of legal persons, companies or 
firms, or of associations having no legal personality, by 
the persons authorized to represent them by law or by 
their statutes. 
5. Where a person, an undertaking or an association 
of undertakings does not supply the information 
requested within the period 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 period 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 residence of the 
person or the seat of the undertaking 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 
necessary under 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 
No C 22/20 Official Journal of the European Communities 28. 1. 89 
responsible for conducting these investigations shall 
exercise their powers upon production of an authori­
zation 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 the 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 14 (1) (b) and the 
right to have the decision reviewed by the Court of 
Justice. 4. The Commission shall inform the competent 
authority of the Member State in whose territory the 
investigation is to be made in good time of its intention 
to take a decision pursuant to paragraph 3. It shall hear 
the competent authority before taking its decision. 
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 
persons, undertakings or associations of undertakings 
fines of from ECU 1 000 to ECU 100 000 where inten­
tionally or negligently: 
(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 period 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 Article 12, or refuse to submit to 
an investigation ordered by decision taken pursuant 
to Article 12. 
2. The Commission may by decision impose fines not 
exceeding 10 % of the aggregate turnover of the under­
takings concerned within the meaning of Article 5 where 
the persons or undertakings concerned, either inten­
tionally or negligently: 
(a) breach an obligation imposed pursuant to Article 7 
or Article 8, or 
(b) implement a concentration in breach of the 
provisions of this Regulation. 
3. In setting the amount of the fine, regard shall be 
had to the gravity of the infringement. 
4. Decisions taken pursuant to paragraphs 1 and 2 
shall not be of a criminal law nature. 
28. 1. 89 Official Journal of the European Communities No C 22/21 
Article 14 
Periodic penalty payments 
1. The Commission may by decision impose on 
persons, undertakings or associations of undertakings 
periodic penalty payments of up to ECU 50 000 for each 
day of the 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 
persons or undertakings periodic penalty payments of up 
to ECU 100 000 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 (5). 
3. Where persons, undertakings or associations of 
undertakings have satisfied the obligation which it was 
the purpose of the periodic penalty payment to enforce, 
the Commission may set the total amount of the periodic 
penalty payment at a lower figure than that which would 
arise under the original decision. 
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 
purposes of the relevant request or investigation. 
2. Without prejudice to the provisions of Article 19, 
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 decisions provided for in Article 8, 
paragraph 2, where conditions and obligations are 
attached thereto, and in Article 8, paragraphs 3 to 6, as 
well as in Articles 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. The Commission may also, on application or on its 
own initiative, hear other natural or legal persons and 
associations. 
3. Natural or legal persons or associations showing a 
legitimate interest shall be entitled to make such 
applications. 
4. Applications to be heard on the part of members of 
the administrative or management organs and the 
acknowledged employees' representatives from the 
undertakings concerned, shall in all cases be granted. 
Article 18 
Liaison with the authorities of the Member States 
1. The Commission shall transmit forthwith to the 
competent authorities of the Member States copies of 
notifications and of the most important documents 
lodged with or issued by the Commission pursuant to 
this Regulation. 
2. The Commission shall carry out the procedures set 
out in this Regulation in close and constant liaison with 
the competent authorities of the Member States, which 
may express their views upon those procedures. It shall 
obtain the views of the competent authorities of the 
Member States which show that they are directly 
concerned by the concentration, in particular with a view 
to the application of Article 8 (2). 
3. An advisory Committee on concentrations shall be 
consulted prior to the taking of any decision pursuant to 
Article 8, paragraphs 3 to 6, as well as Articles 13 and 
14, or of implementing provisions pursuant to Article 22. 
4. The Advisory Committee shall consist of officials of 
the Member States. Each Member State shall appoint 
two officials to represent it; if prevented from attending, 
they may be replaced by other officials. At least one of 
the representatives of a Member State shall be competent 
in the matter of restrictive practices and dominant 
positions. 
No C 22/22 Official Journal of the European Communities 28. 1. 89 
5. Consultation shall take place at a joint meeting 
convened at the invitation of and chaired by 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 meeting shall take place no earlier than fourteen 
days after the invitation has been sent. The Commission 
may, however, shorten this period in order to avoid 
serious harm to one or more of the undertakings 
concerned by a concentration. 
6. The Advisory Committee shall deliver an opinion 
on the Commission's draft decision, if necessary by 
taking a vote. The Advisory Committee may deliver an 
opinion even if some members are absent and unrep­
resented. The opinion shall be delivered in writing and 
appended to the draft decision. It shall not be made 
public. 
7. 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 
Publication of decisions 
1. The Commission shall publish the decisions which 
it takes pursuant to Article 8 (2), where conditions and 
obligations are attached thereto, and to Article 8 (3) to 
(6) in the Official Journal of the European Communities. 
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 20 
Jurisdiction 
1. Subject to review by the Court of Justice, the 
Commission shall have sole competence to take the 
decisions provided for in this Regulation. 2. Member States shall not apply their national legis­
lation on competition to concentrations having a 
Community dimension, unless expressly empowered to 
do so by the Commission in accordance with the 
provisions of the last sentence of Article 8 (2). 
3. Notwithstanding the provisions of paragraphs (1) 
and (2), Member States may take appropriate measures 
where necessary to protect legitimate interests other than 
those pursued by this Regulation, provided that such 
interests are sufficiently defined and protected in 
domestic law and that such measures are compatible with 
other provisions of Community law. 
Article 21 
Exclusive application of this Regulation 
Regulation No 17 and Regulations (EEC) No 1017/68, 
No 4056/86 and No 3975/87 shall not apply to concen­
trations falling within the scope of this Regulation. 
Article 22 
Implementing provisions 
The Commission shall have power to adopt 
implementing provisions concerning the form, content 
and other details of notifications pursuant to Article 4, 
time limits pursuant to Articles 6 and 9, as well as 
hearings pursuant to Article 17. 
Article 23 
Entry into force 
This Regulation shall enter into force 
This Regulation shall be binding in its entirety and 
directly applicable in all Member States.