No C 269/40 Official Journal of the European Communities 14. 10. 91 
Opinion on the proposal for a Council Directive on the Liability of Suppliers of Services (*) 
(91/C 269/14) 
On 15 January 1991 the Council of the European Communities decided to consult the 
Economic and Social Committee, under Article 100 A 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. The Rapporteur 
was Mr Salmon. 
At its 288th plenary session (meeting of 3 July 1991) the Economic and Social Committee 
adopted the following Opinion by 67 votes to 62 with 2 abstentions (vote by name). 
1. Introduction 
1.1. The Commission proposal is based on the obser­
vation that service activities account for more than half 
of the added value produced in the Community each 
year (ECU 1 396 791 million in 1986), and that many 
services, if defective, can injure the health or physical 
integrity of persons or the physical integrity of the 
material goods of the consumers using these services. 
This obviously applies to health care, but also to ser­
vices relating to products, like repairs of products or 
their installation in houses, or relating to installations 
such as hotels or leisure centres. It also applies to non-
material services, like monitoring systems, and com­
bined services like transport and holidays. 
1.1.1. The aim of the proposal is worthwhile, but 
difficult to achieve, mainly because of the number and 
complexity of the questions concerning liability of sup­
pliers of services, which are very diverse. 
1.2. Principle 
1.2.1. The proposal lays down that the supplier of a 
service shall be liable for damage to the health and 
physical integrity of persons or the physical integrity 
of moveable or immoveable property, including the 
persons or property which were the object of the service, 
caused by faults committed by him in the performance 
of the service. 
1.2.2. 'The burden of proving the absence of fault 
shall fall upon the supplier of the service.' 
1.2.3. 'In assessing the fault, account shall be taken 
of the behaviour of the supplier of the service, who, in 
normal and reasonably foreseeable conditions, shall 
ensure the safety which may reasonably be expected.' 
(!) OJ No C 12, 18. 1. 1991, p. 8. 1.2.4. '... the mere fact that a better service existed 
or might have existed at the moment of performance 
or subsequently shall not constitute a fault'. 
1.3. Definition of service 
1.3.1. For the purpose of the proposal, 'the term 
'service' means any transaction carried out on a com­
mercial basis or by way of a public service and in 
an independent manner, whether or not in return for 
payment, which does not have as its direct and exclusive 
object the manufacture of moveable property or the 
transfer of rights in rem or intellectual property rights'. 
1.4. Definition of damage 
1.4.1. The term 'damage' means: 
— death or any other direct damage to the health or 
physical integrity of persons, 
— any direct damage to the physical integrity of 
moveable or immoveable property, including ani­
mals. 
2. General comments 
2.1. The Study Group of the Section for Industry, 
Commerce, Crafts and Services, feeling insufficiently 
informed by the documents which the Commission 
thought fit to send it, held a hearing on 9 April 1991 
of the representatives of the following European organ­
izations: 
— BEUC (European Bureau of Consumers' Unions), 
— ETUC (European Trade Union Confederation), 
— UEAPME (European Union of Craft industries and 
Small and Medium-Sized Enterprises), 
— UNICE (Union of Industries of the European Com­
munity), 
14. 10. 91 Official Journal of the European Communities No C 269/41 
— SEPLIS (European Secretariat of the Liberal Pro­
fessions), 
as well as Professor Roger O. Dalcq, lawyer, Professor 
of liability law at the UCL, and Professor Bourgoignie, 
Director of the Centre for consumer law at the UCL. 
2.2. In order to protect consumers, national and 
Community legislation has shifted away from fault 
(which is about conduct) to provention (which is about 
the outcome). This proposal, however, is based on fault 
but seeks to reverse the burden of proof. 
2.3. The present proposal seeks to attack and destroy 
the general principles of the law and the rules of pro­
cedure, which involve first and foremost obligation 
regarding the means and obligation to give proof of the 
facts which are alleged in legal proceedings; liability is 
not presumed but should be proved. The legal distinc­
tion between obligation regarding means and obligation 
regarding ends is directly linked with the difference 
between the services of the liberal professions and the 
practical services provided by manufacturers of prod­
ucts. 
2.4. We note that professionals who provide intellec­
tual services do not reject the principle of their liability; 
on the contrary they assert it in the legal framework 
which currently exists in all Member States of the 
Community. The few legal disparities which may exist 
do not justify a legal revolution on such a scale, which 
would be a source of litigation for years in all the 
countries of the Community; it would take decades to 
determine the legal rules ensuring safety of consumers. 
2.5. The 'political' aim of the Commission has led 
it to adopt solutions which would tend to disturb the 
whole harmony of our legal systems. 
Was it not the consumers' wish to have laws against 
unfair clauses, harmonization of compensation 
amounts and the assumption of responsibility by society 
at large for the rare serious cases where the providers 
of the service are not at fault and irreparable bodily 
damage has occurred? 
2.6. It is surprising that the present proposal makes 
no mention of compulsory insurance for all providers 
of services, in certain fields. 
2.7. The question can be raised as to whether the 
Commission does not go beyond its powers and its 
tasks of formulating European policy in accordance 
with the Treaty of Rome when it seeks to impose 
uniformity on the civil law of the Member States and 
change current laws in each of the States to create a new European civil law, thereby infringing the basic 
principle of subsidiarity. 
2.8. When one examines this proposal it is clear that 
its implementation would put a brake on any research 
and innovation in the fields of activity of the liberal 
professions. It would lead to defensive medicine, defens­
ive legal, commercial and fiscal consultation, and 
defensive advisory work by architects, engineers and 
building contractors. This was not the aim which con­
sumers had in view. 
2.9. It would lead to additional costs for services, 
which the social security systems and consumers would 
find impossible to bear. Investigations, audits and 
appeals to experts would proliferate to surround each 
service with all the precautions necessary to safeguard 
it, since it would be too easy to question the service. 
Above all, sizeable additional premiums would be 
necessary for liability insurance, and these have been 
underestimated or ignored by the Commission (the 
figure of 250 000 US dollars has been mentioned for a 
neurosurgeon in the United States to cover cases where 
a fault is proved; what would the likely costs be in 
other cases?). 
2.10. The Committee also wonders whether the pro­
posed directive applies only to contractual liability or 
to quasi-criminal liability as well. 
3. Specific comments 
3.1. Explanatory memorandum 
3.1.1. The proposal refers to Article 100 A of the 
EEC Treaty on 'a high level of protection' for health, 
safety, environmental protection and consumer protec­
tion. The Commission justifies its action by stating that 
in the field covered the differences in the legal systems 
between countries of the Community have economic 
effects which can affect the competitive position of 
suppliers of services on the market. This statement is 
questionable, since it is usually possible to compensate 
for these differences through contractual freedom, 
while promoting laws against unfair terms. 
3.1.2. The differences in existing liability systems do 
not prevent tourism from developing in Europe, people 
settling in Member States other than that of their origin, 
or car-hire firms etc. establishing themselves in towns 
throughout the Community. 
3.1.3. The theory of risk can only be applied to 
homogeneous sets of circumstances. There is no simi-
No C 269/42 Official Journal of the European Communities 14. 10. 91 
larity between traffic or industrial accidents and those 
occurring in the consumption of services. 
Examination of the proposal shows that its philosophy 
can be summed up as placing the burden of risk entirely 
on the supplier and not at all on the consumer of 
services. 
3.1.4. On the basis of studies of national laws and 
legal precedents on the civil liability of suppliers of 
services, the Commission notes that the situation is 
changing all the time in favour of persons injured by 
defective services, although to different extents in the 
different Member States. 
3.1.5. The Commission regrets the fact that the trend 
in favour of victims should be through the courts, 
yet proposes a very extensive system which from the 
Commission's viewpoint can only be fully implemented 
through the Court of Justice and future case law. 
3.2. Article 1 
3.2.1. The Committee has doubts about the concept 
of the physical integrity of immovable property, which 
is a vague one. 
3.2.2. The Committee cannot support the principle 
of reversing the burden of proof, since: 
a) it is almost impossible to provide rigorous proof of 
a negative fact; 
b) the presumption of fault is a legal concept which 
gives rise to great ambiguity in its case-law appli­
cations. 
Moreover, as the Economic and Social Committee 
asserted in its Opinion of 24 April 1991 (*) on the 
proposal for a Directive on Unfair Terms in Consumer 
Contracts [COM(90) 322 final — SYN 285] (Rappor­
teur: Mr Hilkens), it is undesirable to harmonize con­
tract law as such, on which relations between the con­
sumer and the supplier of a service are based. 
The main thrust of the proposal conflicts with Article 
6{2) of the European Convention on Human Rights and 
Article 14(2) of the International Covenant on Civil and 
Political Rights. 
Consumers will note that the proposal makes only a 
slight improvement on current case law. 
3.2.3. There is a certain illogicality where the third 
paragraph mentions 'assessing the fault', since the fault 
is presumed. 3.3. Article 2 
3.3.1. Consumers' organizations are pleased that the 
proposal also applies to public services, and does not 
wish package travel to be excluded. 
3.3.2. It must be pointed out that liability arrange­
ments governed by international agreements, which 
take the 'no-fault' liability system into account, auto­
matically and reciprocally entail limitation of the risk. 
3.4. Article 3 
3.4.1. This definition of the supplier of services is 
too broad, since it seems to include all those who act 
independently, such as company directors, judges, etc., 
and to some extent officials, since subordinate status is 
not incompatible with maintaining a certain freedom 
in the way work is carried out. 
3.4.2. An employee based in the Community will 
assume liability for a service undertaken by the supplier 
in a non-member country, on the same basis as the 
representative or independent intermediary. 
3.5. Article 4 
3.5.1. What will become of professional confiden­
tiality in the case of a suicide which is held to be direct 
damage caused by a supplier? 
3.5.2. Here again, the concept of physical integrity 
of property is dubious. 
3.6. Article 5 
3.6.1. Given that the causal relationship is assessed 
on a different basis in each country, implementation of 
the directive is likely to diverge considerably from one 
Member State to another. 
3.7. Article 7 
If liability were not limited, as proposed here, can 
insurance companies be expected to provide unlimited 
cover for damage, and if so on what financial terms for 
suppliers, consumers and society at large? 
3.8. Articles 9 and 10 
(!) OJ No C 159, 17. 1. 1991, p. 34. The time-limits for claims seem totally unreasonable. 
14. 10. 91 Official Journal of the European Communities No C 269/43 
4.4. that its legal basis is unsound and goes beyond 
the task of the Commission, 
4.5. that it will considerably increase the economic 
costs of supplying services, 
4.6. that it jeopardizes the legitimate expectations of 
consumers with regard to research, experiments and 
risks in the fields of law, construction and health, 
4.7. that the text gives no clarification or certainty 
as to the need for or possibility of special arrangements 
or exclusion of certain suppliers of services, 
4.8. that the Commission proposes no guarantee for 
professional insurance, 
the Committee rejects the text. 
The Chairman 
of the Economic and Social Committee 
Francois STAEDELIN 
APPENDIX 1 
to the Opinion of the Economic and Social Committee 
The following Members, present or represented, voted for the Opinion: 
Mr/Mrs/Miss: Andrade, Arena, Aspinall, Barrow, Beale, Bell, Berns, Bredima-Savopoulou, Cavaleiro Bran-
dao, Ceyrac, Chevalier, Connellan, van Dam, Dawson, Delorozoy, De Tavernier, Donck, Douvis, Frerichs, 
Gafo Fernandez, Gardner, Germozzi, Ghigonis, Giacomelli, Giesecke, Guillaume, Hovgaard Jakobsen, Kaaris, 
Kafka, Laur, Little, Low, Lustenhouwer, Lyons, Machado von Tschusi, Matteoli, McGarry, Merce Juste, 
Meyer-Horn, Mobbs, Moreland, Noordwal, Ovide Etienne, Panero Florez, Pardon, Pearson, Pelletier, R., 
Petersen, Petropoulos, Pricolo, Proumens, Rebuffel, Robinson, Romoli, Sa Borges, Sala, Salmon, Sauwens, 
Schleyer, Solari, Stecher Navarra, Stokkers, Thys, Tiemann, Tukker, Tyrie, Wick. 
The following Members, present or represented, voted against the Opinion: 
Mr/Mrs: Ataide Ferreira, Bleser, Boisseree, Bonvicini, Vasco Cal, Carroll, Cassina, Christie, Decaillon, d'Elia, 
D'Hondt, van Dijk, Draijer, Drilleaud, Dunkel, Elstner, Etty, Eulen, Flum, Forgas i Cabrera, Frandi, Gaffron, 
Geuenich, Gredal, Green, Groben, Hagen, Hilkens, Jaschick, Jenkins, Kanellopoulos, de Knegt, Landaburu 
de Silva, Lappas, Larsen, Liverani, Maddocks, Margalef Masia, Masucci, Mayayo Bello, Morris, Miiller, 
Nielsen, B., Nielsen, P., Nierhaus, Pellarini, Quevedo Rojo, Ramaekers, Rangoni Machiavelli, Santos, 
Schmitz, von Schwerin, Sequeira, Silva, Smith, Theonas, Tixier, Verboven, Vidal, Wagenmans, Waldack, 
Whitworth. 
The following Members, present or represented, abstained: 
Mrs Bordes-Pages and Pompen. 4. Conclusions 
Noting: 
4.1. that the Commission has not carried out consul­
tation and concertation with all the representative bodi­
es of the Community concerned with the proposal 
submitted to the Committee, 
4.2. that the proposed text does not meet the wishes 
of consumers, but on the contrary runs the risk of 
reversing the courts' current favourable tendency, 
4.3. that it does not tend towards a better relation­
ship between the client/patient and the professional/ 
supplier of service—quite the reverse, 
Done at Brussels, 3 July 1991. 
No C 269/44 Official Journal of the European Communities 14. 10. 91 
APPENDIX 2 
to the Opinion of the Economic and Social Committee 
After the vote by name on the Opinion as a whole, the consumers' interest group, which voted against the 
Opinion, made the following declaration: 
'The Opinion expresses an attitude which is neither particularly constructive nor comprehensible. The 
consumers' representatives have repeatedly stressed the need for a Community instrument to protect those 
injured by defective services, since the existing rules contain serious loopholes. Although the draft Directive 
does not fully come up to the consumers' expectations, and its wording can be improved, from the consumers' 
viewpoint it is an important step towards appropriate protection of consumers' rights. 
Moreover, the Opinion constitutes a clear break with the Committee's tradition of consistently supporting 
Community initiatives in this field to improve the protection of injured parties. The Opinion contradicts 
earlier ESC Opinions, where, in connection with risk liability for defective products, the principle of liability 
independent of fault was recognized, and, in the context of the work on the draft directive on general product 
safety, a case was made for a Community initiative on the safety of services. 
The proposed amendments are the necessary minimum to correct the legal arguments used in the Opinion in 
such a way as to make them acceptable to consumers. In addition, it should be clearly stated that the 
Committee wishes to see a Directive aiming at a certain degree of harmonization and making it possible for 
the Member States to retain or introduce even stricter legal provisions to protect consumers. 
In a European society where liability for a risk caused by the supplier of a service is more and more widely 
accepted, this Opinion is a retrograde move. 
It is essential for the Economic and Social Committee, which has hitherto represented a spirit of dialogue 
between the various economic and social groups, to continue to have a constructive attitude.' 
The consumers' interest group proposes that the Commission should give careful consideration to its proposal 
and amend it so as to set up a liability regime which: 
— provides clear rules, thereby avoiding unnecessary litigation, 
— is based on equitable consideration of the interests of suppliers of services and consumers, 
— contributes to expanding the principle of prevention and stimulates further thinking on safety of services, 
— can effectively and practically secure compensation for the victims of defective services. 
Mr/Mrs: Ataide Ferreira, Boisseree, Bonvicini, Elstner, Gredal, Hilkens, Jaschick, Landaburu de Silva, 
Rangoni Machiavelli. 
14. 10. 91 Official Journal of the European Communities No C 269/45 
APPENDIX 3 
The following amendment (counter-opinion), which obtained at least a quarter of the votes cast, was rejected 
in the course of the debate: 
Replace points 1—4.8 with the following text: 
'The Section endorses the Commission proposal subject to the following general and specific comments: 
I. Introduction 
The aim of the proposal is better protection of the physical integrity of the consumer and his property. 
Services which cannot impair the health or physical integrity of persons and/or the integrity of private 
property (financial, legal and banking advice) are therefore not covered by the Draft Directive. In this Opinion 
it is assumed that medicine and the building sector are in any case to be excluded from the field of application 
of the Directive. It is to be welcomed that Commission representatives have given assurances that the 
Commission has nothing in principle against excluding both these sectors and has already initiated work and 
studies on the matter. Under the Draft Directive the principle of liability still applies in the event of damage, 
but the burden of proof is reversed in favour of the consumer of services, who often has no specialized 
knowledge. The proposed directive is therefore restricted to the protection of the physical integrity of persons 
and their property. 
II. General comments 
1. The effort to guarantee the consumers a uniform, better level of protection in the field of safety of 
services is based on the following considerations: 
a) The same level of protection must be offered to consumers throughout the Single Market, in whichever 
Member State they happen to be. The valid liability rules of individual Member States, however, diverge 
considerably, particularly in relation to basis of liability, burden of proof, causal relationship and 
protection of third parties. 
b) In this field no Community measures have yet been taken, while measures in the field of product safety 
are already widespread (Directive on product liability, standardization, draft directive on general product 
safety, etc.). Such a measure is, however, even more necessary in the field of services than in the product 
field, since before the services are performed they can hardly be checked by the state, and the risk of 
accident is increasing because of increasingly complicated technology. In this connection, the preventive 
effects expected from this directive should be emphasized. 
c) Consumers and suppliers of services do not hold the same assumptions in their relationship, but there 
can be an unbalanced relationship between the rights and obligations of the parties to the contract, 
framework conditions, inadequate information for the consumer on the nature and conditions of 
application of the service provided, the products used in the service, etc.). Above all, consumers frequently 
do not have relevant specialized knowledge. 
2. In many national legal systems the principle of reversal of the burden of proof—at the level of legal 
provisions (horizontal or vertical), but above all at thelevel of case law—is already established; the rules 
envisaged in the draft directive would therefore in no way disturb the legal provisions in force, but would 
establish a common basis for liability. This would provide more legal security both for consumers and for 
suppliers of services. The introduction of this 'safety net' would not automatically entail additional financial 
burdens, since suppliers of services are already well insured against this risk. 
III. Specific comments 
1. According to the explanatory memorandum, the draft directive constitutes a minimal solution, so that 
the Member States can retain or adopt national legal provisions which guarantee an even higher level of 
consumer protection. 
1.1. This minimal nature of the proposal should be made explicit by adding an article which includes the 
possibility of retaining or adopting more favourable legal provisions. 
No C 269/46 Official Journal of the European Communities 14. 10. 91 
2. The proposed rules are in accordance with the existing legal provisions of Member States based on the 
principle of liability, but attenuate the burden of proof for the injured parties, who frequently do not have 
relevant specialized knowledge or financial means and are confronted with a service about which they have 
been informed imperfectly or not at all (personal relationships are tending to disappear increasingly from 
the provision of services) and of which frequently nothing remains once the damage has been done. The 
concept of fault should be interpreted in relation to the concept of justified expectation, which already exists 
in some national legal systems (e.g. those of France or the United Kingdom), and which allows for the 
provision of dangerous services. The injured party must still prove the damage and the causal connection 
(which in itself is not a simple matter). For his part the supplier of services must prove that he is not at fault. 
The mechanisms envisaged by the Commission rule out the submission of unjustified claims for compensation. 
3. A number of improvements could undoubtedly be made to the legal wording of the draft directive; the 
Economic and Social Committee indicates some basic alternatives to it below: 
3.1. Thus the question arises as to what alternatives there are, in connection with the basis of liability, to 
reversing the burden of proof, and it should be considered whether a liability independent of fault could be 
provided for, as in the Directive on product liability. This possibility would offer the advantage of uniform 
treatment of faulty products and services. The consumers' organizations favour this solution. 
3.2. It should also be considered whether a compulsory insurance for suppliers of services should be 
introduced, without making it dependent on proof of direct damage—a condition which might complicate 
the uniform assessment in legal cases of the damage to be repaired. 
3.3. As already mentioned under point III, 1, the minimum nature of the measure should be made explicit. 
4. The building sector and medicine should be dealt with in a separate directive. The Commission is urged 
to submit proposals on this as soon as possible. 
4.1. It is impossible to draw up an exhaustive list of the services covered by the proposed directive. They 
include the fields of transport, hotels and guest houses, repairs, renovation, cleaning, electricity and gas 
supply, sanitary and electrical installations, hairdressing, etc. 
4.2. The services covered are thus very numerous, and are used by consumers in everyday life. 
4.3. These services can involve three kinds of risk: 
— risk to a consumer from a product offered or used in the supply of a service (e.g. food in a restaurant, 
repair of products), 
— risk from installations (buildings, equipment or machines), which are owned by the suppliers of the 
service and used to supply the service, 
— risk from the supply of the service itself, i.e. simply through the activity of a person (supervision of 
children, etc.).' 
Results of voting 
For: 73, against: 81, abstentions: 2. 
14. 10. 91 Official Journal of the European Communities No C 269/47 
APPENDIX 4 
to the Opinion of the Economic and Social Committee 
The following amendments, which obtained at last a quarter of the votes cast, were rejected in the course of 
the debate: 
Page 4 — point 2.3 
Reword 2.3 to read: 
'This approach has the undesirable effect of expecting business to prove a negative. Legally the proposal is 
flawed as it repeatedly fails to recognize the need for a defect/fault in order to prove causation. More 
importantly, in practice this proposal will be difficult to implement, will do little to improve safety and will 
increase litigation.' 
Reasons 
This amendment, like the former, sets out to avoid exaggerated wording and assumption of bad faith. 
Results of voting 
For: 55, against: 63, abstentions: 4. 
Page 4 — point 2.5 
Delete the second paragraph of point 2.5 and replace with the following: 
'Consumers (the intended beneficiaries) feel that this proposal does not go far enough, particularly in that it 
contributes little to harmonizing compensation amounts and fails to facilitate victims' access to legal redress.' 
Reasons 
It emerged from the hearing that consumers recognize the need for a Community initiative along these lines, 
but also that they feel that it fails to go far enough in establishing practical machinery to enhance their 
protection and eliminate distortions to competition. 
Results of voting 
For: 42, against: 75, abstentions: 5. 
Page 5 — point 2.8 
Delete 2.8 and replace with the following: 
'It is very possible that this proposal will have a more detrimental effect on business than a strict liability 
regime. In order to refute allegations, businesses and professions will need to keep detailed records of every 
transaction, however small, for five or more years so as to establish they were without fault. This bureaucracy 
will benefit no-one.' 
Reasons 
The text of the Draft Opinion is based on a misinterpretation of both the field of application and the scope 
of the provisions set out in the proposal. 
Results of voting 
For: 32, against: 64, abstentions: 13. 
No C 269/48 Official Journal of the European Communities 14. 10. 91 
Page 5 — point 2.9 
Delete the third and last sentence of 2.9 and replace with the following: 
'There could be a large increase in insurance premiums to meet the possible increase in claims. Although 
increases are acceptable in order to enhance protection for the victims of defective services, the proposal 
encourages price rises while failing to facilitate the processing of cases involving defective services.' 
Reasons 
The reference to the situation in the United States is inappropriate, since legal practice in that country is 
fundamentally different. 
Results of voting 
For: 44, against: 66, abstentions: 16. 
Opinion on the Second Amendment to the proposal for a Fifth Council Directive based on 
Article 54 of the EEC Treaty concerning the structure of public-limited companies and the 
powers and obligations of their organs 
(91/C 269/15) 
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, drew up its Opinion on 5 June 1991. (Rapporteur: 
Mr M.G. Bell.) 
At its 288th plenary session (meeting of 3 July 1991) the Economic and Social Committee 
adopted the following Opinion by a large majority vote in favour, 5 against with 
27 abstentions. 
1. Introduction 
This proposal is closely linked with another current 
proposal relating to the Second Directive, on which the 
Committee has also prepared an Opinion (*), and to the 
amended proposal for a Thirteenth Directive which is 
currently before the Council of Ministers, and on which 
the Committee has adopted an Opinion on 28 February 
1991 (2). 
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. 
(1) Opinion adopted on 3 July 1991. 
(2) OJ No C 102, 18. 4. 1991, p. 49. 2.2. However, takeovers do not themselves necess­
arily bring benefit to companies or shareholders if 
they take place without good cause. Unnecessary 
takeovers can damage long-term planning, and 
research and development, can have undesirable 
regional effects, can endanger jobs, and can cause 
financial instability. Extremes of takeover activity 
such as seen in the United States are not beneficial, 
and changes to the EC legal regime should not 
encourage such activity. 
2.3. The Committee is also concerned that a proper 
balance should exist as between the takeover regime 
of the Community and those of external countries. 
While external investment into the Community is to 
be encouraged, this should not be a one-sided affair. 
It should be possible for the Community to impede 
hostile takeovers emanating from countries that them­
selves erect significant barriers to foreign takeovers,