27. 9. 82 Official Journal of the European Communities No C 252/15 
Opinion on the amendment to the proposal for a Council Regulation on the control of 
concentrations 
The text referred to the Committee has been published in Official Journal of the European 
Communities No C 36 of 12 February 1982, page 3. 
A. LEGAL BASIS FOR THE OPINION 
On 12 January 1982 the Council referred the abovementioned proposal to the Economic and 
Social Committee in accordance with Article 198 of the Treaty establishing the European 
Economic Community. 
B. OPINION OF THE ECONOMIC AND SOCIAL COMMITTEE 
The Economic and Social Committee prepared its opinion on the above matter at its 199th 
plenary session held in Brussels on 30 June and 1 July 1982. 
The full text of the opinion is as follows: 
THE ECONOMIC AND SOCIAL COMMITTEE, 
Having regard to the Treaty establishing the European 
Economic Community, and in particular Article 198 
thereof, 
Having regard to the request made by the Council of the 
European Communities on 12 January 1982 for an 
opinion on the amended proposal for a Council 
Regulation on the control of concentrations between 
undertakings (merger control Regulation), 
Having regard to the decision taken by the Committee 
chairman on 25 January 1982, instructing the Section for 
Industry, Commerce, Crafts and Services to draw up an 
opinion and report on the matter, 
Having regard to the report submitted by the rapporteur, 
Mr Friedrichs, 
Having regard to the opinion adopted by the Section for 
Industry, Commerce, Crafts and Services at its meeting 
on 2 June 1982, 
Having regard to the discussions at its 199th plenary 
session of 30 June and 1 July 1982, 
HAS ADOPTED THE FOLLOWING OPINION 
by 115 votes for, none against and 17 abstentions: 
The Economic and Social Committee approves the 
amended proposal for a Regulation subject to the 
following comments: 
1. General comments 
1.1. The Committee recalls the opinion which it 
delivered in February 1974 on the original Commission 
proposal for a Council Regulation on the control of concentrations between undertakings. In this opinion the 
Committee agreed with the Commission that the 
Community needed to control certain concentrations of 
enterprises in order 'to preserve the competitive system', 
with all the benefits such a system brought in terms of 
efficiency and freedom of choice. 
1.2. The Committee regrets that the Council has not 
so far felt able to take a decision on the Commission 
proposal even though such a proposal came into existence 
as a result of the recommendation made at the Paris 
Summit Conference held on 19-21 October 1972. In 
recent years the Committee has repeatedly called for a 
positive stand on the part of the Council, the most recent 
occasions being its opinion of 30 April 1981 on 
'Community competition policy in the light of the current 
economic and social situation' which underlined that: 
'The draft Regulation currently being examined by the 
Council might be a satisfactory frame of reference in so 
far as it takes realistic account of the many and varied 
aspects of the problem (*) and its opinion of 24 February 
1982 on the tenth report on competition policy which 
stated that: 'The Committee continues to advocate the 
adoption of a draft Regulation, provided that the 
Commission still tries to do justice to the demands of both 
industrial and social policy' (2). 
1.3. Whilst supporting the original Commission 
proposal, the Committee nevertheless expressed 
reservations and submitted amendments on certain 
points. The Committee now reiterates what it said earlier, 
underlining in particular the general reservations that 'the 
problem of controlling concentration must be 
approached on a case-by-case basis within a framework 
of general principles and having regard to the economic 
and social provisions of the Treaty'. 
(») OJNoC322, 10. 12. 1981. 
(2) OJNoC 112,3. 5. 1982. 
No C 252/16 Official Journal of the European Communities 27. 9. 82 
1.4. The proposed amendments submitted by the 
Committee in 1974 concerned in particular: 
— the need to make sure that the use and development of 
the powers to control mergers under national 
legislation did not adversely affect the exercise of the 
powers which the Regulation gave to the 
Commission, 
— the need for a more precise definition of turnover, 
— the advisability of linking the turnover criterion to the 
peculiar situations of individual branches of the 
economy such as financial institutions and 
commercial undertakings, 
— the need to limit the Commission's powers to compel 
third parties to provide information, 
— the demand for a reduction, as far as possible, of the 
period of time between the commencement of 
investigations and the reaching of a decision, 
— the call to enlarge the Advisory Committee on 
Restrictive Practices and Monopolies to include 
representatives of economic and social groups 
recognized at European level. The Committee's 
request that it be consulted on all implementing 
provisions. 
1.5. The Committee regrets that the Commission has 
failed to incorporate these proposed amendments, and 
other suggestions put forward in the Committee's 1974 
opinion, in its present proposal. It trusts that they will all 
be given proper consideration during subsequent 
discussions of the Commission's present proposal. 
1.6. The Committee emphasizes once more the need 
to provide the Commission with adequate resources of 
suitably experienced staff to enable its functions under the 
Regulation to be carried out with the speed and efficiency 
required, before any Regulation is implemented. 
2. Specific comments 
Article 1 (1), second subparagraph 
2.1. The Committee agrees with the Commission's 
proposal to insert two additional phrases in this second 
subparagraph to make it clear that (a) the future 
Regulation will apply only to mergers with a Community 
dimension and (b) the effects of international competition 
will also have to be taken into account in deciding 
whether a merger is incompatible or not with the common 
market. The Section would nervetheless point out that if 
the applicability of the proposed Regulation is limited to 
mergers with a Community dimension, further 
application of, and a close link-up with Article 86 of the 
EEC Treaty will be essential. 
The Committee also notes that these provisions give 
national laws an important role in controlling mergers. The Committee regrets that even with this new 
Commission proposal no solution has been found to the 
problem of delimiting the boundary between Community 
laws and national laws. The Committee considers that a 
clear area of jurisdiction is important in the interests of 
the undertakings concerned. 
Article 1(1) third subparagraph i 
2.2. The Committee believes that the undertakings 
concerned have a legitimate interest in receiving clear 
guidance as soon as possible as to whether a planned 
merger is compatible or not with the common market. In 
addition, the Committee is fully aware that qualitative 
criteria are also of prime importance in assessing intended 
mergers from the point of view of competition policy. 
Unfortunately qualitative criteria cannot be quantified in 
a legal document. The Committee therefore welcomes the 
Commission proposal to introduce a market share 
criterion, thus providing undertakings with at least a 
rough guideline to work on. This was lacking in the 
original draft Regulation. 
2.3. As far as the market share criterion is concerned, 
the Committee notes that when a market share is below 
the threshold it is merely 'presumed' that the planned 
merger will be compatible with the common market. The 
Committee thinks it important to point out that 
incompatibility with the common market can still only 
the 'presumed' even when the market share is above the 
threshold. The Commission should not see planned 
mergers in black and white terms just because of the 
market share criterion. Subject to this proviso, the 
Committee agrees with the threshold being set at 20 % of 
the common market. 
Article 1 (2) 
2.4. In view of currency depreciations the Committee 
appreciates the need for a rise in the turnover criterion for 
bringing a merger within the scope of the Regulation. The 
Committee proposes that this criterion be fixed at 350 
million ECU but considers that it will also be necessary to 
carry out a periodic review of the threshold figure fixed. 
An exception should be made for financial and 
commercial enterprises which require a special threshold 
level. 
Article 19 
2.5. The Committee recalls that in the Committee's 
original opinion great stress was laid on the need to keep 
the period between the commencement of investigations 
27. 9. 82 Official Journal of the European Communities No C 252/17 
therefore proposes that the second part of the last 
sentence of Article 19(8) 'and shall take account of the 
policy guidelines which emerged in the course of the 
Council's deliberations' be deleted since the phrase could 
be construed to mean that the Commission is to be bound 
by the policy guidelines of the Council. 
The Chairman 
of the 
Economic and Social Committee 
Tomas ROSEINGRAVE 
APPENDIX 
to the opinion of the Economic and Social Committee 
Defeated amendments 
The following amendments, tabled in accordance with the Rules of Procedure, were rejected during 
plenary sessions discussions: 
Page 3, point 1.4 
Insert the following after the first three indents: 
'— the desirability of taking other criteria into account, 
— the need to reduce the margin of uncertainty by amplifying the Regulation so as to provide 
companies with more specific information, 
— the need to institute adequate consultation procedures so as to safeguard the Community's 
commercial, regional, industrial and social interests, 
— the need to specify that the scope of the Regulation is confined to transactions which produce their 
effects after the Regulation comes into force, 
— the need to review the proposed turnover figure at regular intervals, 
— the advisability of having an implementing provision laying down general instructions as to the 
information required by the Commission before it can accept a notification.' 
Reasons 
Even if they do not all apply to Article 1, the Commission should be reminded of many other detailed and 
practical comments made by the Committee in its previous opinion which have been totally ignored by the 
Commission. 
Voting 
For: 24, Against: 53, Abstentions: 21. 
Page 5, point 2.2 
First sentence to remain the same. All the rest to be deleted, and replaced with the following: 
'Apart from the 20 % limit on the share of the market, the wording of the third subparagraph of Article 
1(1) presents an element of legal uncertainty. In fact, it only deals with presumption of compatibility 
and not with a criterion as envisaged in the following paragraph 2 on turnover. 
In this connection the Commission even reserves the right to establish incompatibility with the common 
market when the share is below 20 %. This wide margin for discretion, unaccompanied by any criteria 
or principles for exercising this power, increases the legal uncertainty and does not provide a clear point 
of reference for undertakings to assess any type of project.' and the final decision of the Commission as short as 
possible. The Committee insists that the new 
Commission proposal must not result in a lengthening of 
the procedure. The Committee is also of the opinion that 
the Commission must continue to hold absolute 
responsibility for deciding whether a merger is 
incompatible or not with the common market. It 
Done at Brussels, 30 June 1982. 
No C 252/18 Official Journal of the European Communities 27. 9. 82 
Reasons 
The automatic criterion for exemption from the Regulation now depends solely on turnover, the share of 
the market no longer being taken into account. 
In this amended text the Commission treats the 20 % limit on the share of the market as an assumption 
which it reserves the right to check without giving any indication of the criteria used. 
Voting 
For: 39, Against: 45, Abstentions: 24. 
Opinion on the Commission report to the ACP-EEC Council of Ministers on the 
administration of financial and technical cooperation in 1980, under the Lome 
Convention 
A. LEGAL BASIS FOR THE OPINION 
At its 178th plenary session held on 29 and 30 April 1980 the Committee, acting on a proposal 
from the Bureau, decided to deliver an opinion on the abovementioned subject on its own 
initiative. 
B. OPINION OF THE ECONOMIC AND SOCIAL COMMITTEE 
The Economic and Social Committee prepared its opinion on the above matter at its 199th 
plenary session held in Brussels on 30 June and 1 July 1982. 
The full text of the opinion is as follows: 
THE ECONOMIC AND SOCIAL COMMITTEE, 
Having regard to the Treaty establishing the European 
Economic Community, 
Having regard to its Rules of Procedure, and in particular 
Article 20 (4) thereof, 
Having regard to the Commission report to the ACP-EEC 
Council of Ministers on the administration of financial 
and technical cooperation in 1980, under the Lome 
Convention, 
Having regard to the decision taken by its Bureau on 14 
December 1981, instructing the Section for External 
Relations to draw up an opinion on this report, 
Having regard to the opinion adopted by the Section for 
External Relations at its 71st meeting held on 8 June 
1982, 
Having regard to the report submitted by the rapporteur, 
Mr Cremer, 
Having regard to the discussions at its 199th plenary 
session held on 30 June and 1 July 1982, 
HAS ADOPTED THE FOLLOWING OPINION 
unanimously: 
1. The Commission report to the ACP-EEC Council 
of Ministers on the administration of financial and technical cooperation in 1980, under the Lome 
Convention contains information not only concerning 
1980, but on the whole period of validity of the first Lome 
Convention, corresponding with the fourth EDF. This 
gives it a special importance. 
The Committee would thus have been justified in stating 
its views on certain basic questions regarding the practical 
implementation of the Convention. However, as the 
Committee is preparing a general opinion on the Second 
Lome Convention and on new guidelines for relations 
between the Community and the ACP States, it has 
restricted its examination to a limited number of 
questions. 
2. In the light of the Commission report, and of the 
responses made by the Commission to the Court of 
Auditors' report (*), the Committee firstly notes the good 
atmosphere of cooperation which exists generally 
between the Community and the ACP States, who on the 
whole appreciate the Community's efforts to further their 
development, even if there are reservations on some 
points. Committee fact-finding missions to various ACP 
States have also formed this impression, regardless of the 
political and economic regime of the country. 
3. The Committee notes that the Commission has 
followed the provisions of the first paragraph of Article 
(i) OJNoC344, 31. 12. 1981.