2001/696/EC: Commission Decision of 31 July 2001 relating to a proceeding under Article 81 of the EC Treaty and Article 53 of the EEA Agreement (Case No COMP/37.462 — Identrus) (Text with EEA relevance) (notified under document number C(2001) 1850)
Date: 2001-07-31
Institutions: European Commission
Subjects: banking, electronic mail, financial institution, inter-company agreement, legal status, transmission network

L 249/12

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II

(Acts whose publication is not obligatory)

COMMISSION

COMMISSION DECISION

of 31 July 2001

relating to a proceeding under Article 81 of the EC Treaty and Article 53 of the EEA Agreement

(Case No COMP/37.462 — Identrus)

(notified under document number C(2001) 1850)

(Only the German and English texts are authentic)

(Text with EEA relevance)

(2001/696/EC)

THE COMMISSION OF THE EUROPEAN COMMUNITIES,

Having regard to the Treaty establishing the European
Community,

Having regard to the Agreement on the European Economic
Area,

Having regard to Council Regulation No 17 of 6 February
1962, First Regulation implementing Articles 85 and 86 of the
Treaty (1), as last amended by Regulation (EC) No 1216/
1999 (2), and in particular Articles 2, 6 and 8 thereof,

Having regard to the application for negative clearance and the
notification for exemption submitted pursuant to Articles 2
and 4 of Regulation No 17 on 6 April 1999,

Having regard to the summary of the application and noti-
fication published pursuant to Article 19(3) of Regulation No
17 (3),

After consulting the Advisory Committee for Restrictive Prac-
tices and Dominant Positions,

Whereas:

I. INTRODUCTION

(1)

On 6 April 1999, the Commission received an applica-
tion for negative clearance or alternatively a notification
for exemption, pursuant to Article 4 of Council Regula-

(1) OJ 13, 21.2.1962, p. 204/62.
(2) OJ L 148, 15.6.1999, p. 5.
(3) OJ C 231, 11.8.2000, p. 5.

(2)

(3)

tion No 17, of a set of agreements (‘the Notified Agree-
ments’) concerning the establishment of a network of
financial institutions which will operate as Certification
Authorities (4) of
(e-
commerce) transactions, initially only in the business-to-
business (B2B) context.

trusted electronic

commerce

Parties

notifying

Inc., BA Interactive Service Holdings,

are ABN-AMRO Services
The
Company,
Inc.,
Barclays Electronic Commerce Holdings, Inc., Bayerische
Hypo- und Vereinsbank AG, The Chase Manhattan Bank,
Citibank Strategic Technology, Inc., Deutsche Bank AG
and Pyramid Ventures, Inc., (the ‘Parties’).

For the purposes of establishing and managing the
network,
the Parties have formed a joint venture
company, Identrus, LLC (‘Identrus’). Identrus was estab-
lished in March 1999 pursuant to a Limited Liability
Company Agreement (the ‘LLC Agreement’), governed
by US Delaware law. The initial capitalisation of Identrus
Identrus will
was contributed equally by the Parties.
provide and manage the infrastructure required for
establishing a global,
interoperable network among
financial
institutions offering Certification Authority
services (the ‘Identrus System’).

(4)

Besides the notifying Parties, Identrus will have a limited
number of further shareholders (the ‘equity owners’) (5).
No single equity owner will have control over Identrus.

(4) Certification authorities are entities or legal or natural persons who

issue digital certificates for electronic commerce transactions.

(5) Since the notification was filed, the following additional institutions
have become equity investors in Identrus: Australia New Zealand
Banking Group, Banco Santander Central Hispano, Bank of Tokyo/
Mitsubishi, Banque Nationale de Paris, Caisse Nationale de Credit
Agricole, CIBC WMC Inc., HSBC Financial Services Corporation,
Japan, National Australia Bank, Royal Bank of
Industrial Bank of
Scotland, Sanwa Technology Services,
Inc., Société Générale and
Wells Fargo. Consequently, the number of Identrus's equity owners
has already reached 21 and the share of any equity owner is below
8 %. According to the Parties' application for negative clearance, the
envisaged final number of equity owners should not significantly
exceed 20.

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(5)

(6)

Participation in the Identrus System will be open to
qualified financial institutions around the world (‘Partici-
pants’). Participants need not be equity owners of Iden-
trus, but all equity owners are Participants. Participants
will compete with each other in the relevant markets
described in recitals 29 to 34.

II. PARTIES

Inc.,

The corporate groups to which the Parties to the Noti-
fied Agreements belong may be described as follows:
ABN AMRO Services Company,
is an Illinois
corporation. Its ultimate parent is ABN AMRO Holding
NV, the Netherlands. BA Interactive Services Holding
Company, Inc., is a Delaware corporation. The ultimate
parent is Bank America Corporation, USA. Barclays Elec-
tronic Commerce Holdings Inc., is a Delaware corpora-
tion and an indirect subsidiary of Barclays Bank PLC,
United Kingdom. Bayerische Hypo-und Vereinsbank AG
(‘Hypo Vereinsbank’) is a financial group resulting from
the merger in 1998 of Bayerische Vereinsbank AG and
Bayerische Hypotheken und Wechsel Bank, AG. The
Chase Manhattan Bank (‘Chase’)
is a wholly-owned
subsidiary of the Chase Manhattan Corporation, USA.
Citibank, NA is a wholly-owned subsidiary of Citigroup
Inc., Delaware. Deutsche Bank AG, Germany, holds its
equity investment in Identrus directly. Pyramid Ventures,
Inc., USA, is an indirect subsidiary of Bankers Trust New
York Corporation which has now merged with Deutsche
Bank AG.

III. THE REGULATORY AND POLICY CONTEXT

In 1997,

A coherent and appropriate legislative framework is
to develop electronic commerce within the
essential
Community.
the Communication from the
Commission to the Council, the European Parliament,
the Economic and Social Committee and the Committee
of the Regions, — a European Initiative in Electronic
Commerce (6), defined the broad lines of the Commis-
sion's policy in this area. Since then, a series of directives
has been adopted. They include Directive 1999/93/EC of
the European Parliament and of
the Council of 13
December 1999 on a Community framework for elec-
tronic signatures (7), which establishes rules on the legal
recognition of electronic signatures and certification
procedures, and Directive 2000/46/EC of the European
Parliament and of the Council of 18 September 2000 on
the taking up, pursuit of and prudential supervision of
the business of electronic money institutions (8), which
provides that electronic money may be issued only by
supervised institutions meeting certain legal and finan-
cial conditions, ensuring technical security. Of central
importance is Directive 2000/31/EC of the European
the Council of 8 June 2000 on
Parliament and of

(6) COM(97) 157 final.
(7) OJ L 13, 19.1.2000, p. 12.
(8) OJ L 275, 27.10.2000, p. 39.

certain legal aspects of information society services, in
internal
commerce,
particular
market (9).
information
is designed to ensure that
society services can be freely provided throughout the
Community.

electronic
It

the

in

(7)

(8)

lack confidence in the security of

Secure electronic payments in particular are essential for
the development of e-commerce. Today, there is no
widespread, effective and secure way to make cross-
border Internet payments, and the respective market
operators
such
payments. The present legislative framework provides
consumers with some protection but it does not meet
the concerns associated with on-line trade
many of
Improvements are needed in
within the Community.
technical security and in the establishment of a legisla-
tive ‘safety net’.

On technical security, the ‘e-Europe initiative’ launched
by the Commission in December 1999 (10) promotes the
use of new technologies, and envisages further work on
identification and authentication techniques. As recog-
nised in Directive 1999/93/EC, in particular recitals 4, 5,
10, 21 and 23, the development of electronic commerce
requires, as a basic prerequisite, the existence of global
Certification Authority services over open networks. The
necessity for securing electronic commerce transactions
is giving rise to a number of new, emergent markets for
the provision of electronic trust services. Failures arising
from any of the risks associated with the on-line provi-
sion of financial and authentication services could lead
to significant legal and reputation risks. Such risks are
not new, but their relative importance grows given the
increasing reliance on technology.

IV. THE TRANSACTION

A. Purpose of the transaction

(9)

The declared purpose of the Parties in setting up the
Identrus System is
the promotion, operation and
management of an infrastructure for securing electronic
commerce transactions. That infrastructure is intended
to enable the Participants in the system to operate as
individual and competing Certification Authorities.

Scope of the activities of Identrus

(10)

The Identrus equity owners will provide the infrastruc-
ture, a data processing system designed to operate
through digital networks, required to enable the financial
institutions participating in the system to become Certi-
fication Authorities
secure e-
commerce transactions and offer related services to their
end users.

the purposes of

for

initiative

e-Europe

(9) OJ L 178, 17.7.2000, p. 1.
(10) The
aims
with
Technology
applications
http://europa.eu.int/information_society/eeurope/index_en.htm).

is
all
Information
services

plan which
Community
Communications
(see:

a
citizens

of
and
and

at
access

action
the

providing

two-year

based

(ICT)

to

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(11)

(12)

(13)

(14)

(15)

The role of Participants in the Identrus System

free

to choose

In the Identrus System, each Participant will issue digital
certificates certifying the identity of clients engaged in
electronic transactions. The Participants will operate as
individual and competing certifying authorities. This
means that companies engaged in financial transactions
are
any participating Certification
Authority which is not necessarily their regular banking
institution. Identrus System specifications provide inter-
operability in order to enable each Participant to develop
its own technology independently. Furthermore, each
independently created
Participant will offer its own,
digital Certification
the
built
applications,
Authority services of the Identrus System infrastructure,
in competition with each of the other Participants. Each
Participant is free to set the prices it charges to its end
users for authentication services.

upon

thus compete with each other for end-users. Any person
requiring Identrus certificates is entirely free to become a
customer of either a Level One or a Level Two Partici-
pant.

Level One Participants

if

it

(16) An entity will be eligible to act as a Level One Partici-
pant
is primarily engaged in the business of
providing financial services, it is subject to governmental
regulation and examination, and it meets certain capital
and credit requirements.

Warranty requirements

Each Participant will post a deposit (collateral) to an
account with an appointed financial institution, who will
hold it for the benefit of relying third parties to secure
warranties issued to them. The Operating Rules applying
to the Identrus System establish collateral requirements
applicable to each Participant, including the amount of
collateral required to be posted,
the frequency with
which collateral requirements and Participants' obliga-
tions will be calculated and the times at which collateral
would be required to be posted.

Non-discrimination

The Parties' business plan foresees up to 300 banks at
worldwide level participating in the Identrus System.
Furthermore, all Participants,
irrespective of whether
they are equity owners or not, are subject to the same
rules and standards of the Identrus System.

(17)

(18)

Identrus as such is a root Certification Authority that
issues digital certificates to its Level One Participants and
thus permits the validation of the Level One Participants'
identities. This allows Level One Participants to operate
as Certification Authorities within the Identrus System
and to issue digital certificates
to their corporate
customers.

Vis-a-vis Level Two Participants, Level One Participants
can also have the function of root Certification Authori-
ties (11) Level One Participants must therefore be posi-
tioned to meet in a special manner the requirements of
reputation and
corporate customers regarding trust,
confidence.

(19)

The equity owners of Identrus will participate in the
system as Level One Participants under the same terms
and conditions as apply to any third party acting as a
Level One Participants.

Level Two Participants

The most important criteria for third parties (being in
the business of providing financial services) to become
equity owners in Identrus are certain capital require-
ments, as defined by the Basle Committee on Banking
Regulations and Supervisory Practices and in compliance
with certain financial rating requirements.

(20)

The eligibility criteria for Level Two Participants are
similar to those for Level One Participants. However, the
capital and credit
stringent,
enabling smaller entities to participate in the Identrus
System. Provided the respective capital and credit
requirements are met, each Participant
is free to be
either a Level One or a Level Two Participant.

requirements are

less

B. Participation in the system

Interested financial
institutions may join the System
either as ‘Level One Participants’, or as ‘Level Two Partic-
ipants’. Level One Participants may issue certificates to
end-users and to Level Two Participants. Level Two
Participants may issue certificates only directly to end
users. In other respects, the two types of Participants will
operate within the System in the same manner and will

(21)

Level Two Participants will operate as Certification
Authorities and issue certificates to their corporate
customers.

(11) Due to its structure,

Identrus itself can only supervise a limited
number of Participants regarding the requirements for the provision
of trust services to end-users. Therefore, Identrus has a system of
delegation in which Level One Participants have a monitoring role
vis-a-vis Level Two Participants. Identrus itself will not issue digital
certificates directly to Level Two Participants or to end-users.

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C. The agreements

(28)

The LLC Agreement — corporate organisation

(22)

(23)

(24)

The equity owners of Identrus have a voting right in the
shareholders' meeting that is calculated on the basis of
their respective percentage ownership interest in Iden-
trus. This means that the founding equity owners will
each have less than 10 % of the voting rights and that
the newer equity owners will have less than 5 % each.
All matters requiring an equity owner's vote, approval or
consent require the consent of a majority. The failure to
obtain the consent of a majority on any such vote
means that the required consent has not been obtained.

It follows from those provisions that the equity owners
in Identrus do not exercise joint control over the compa-
ny's commercial policy.

Participants in the Identrus System will not be required
to hold equity in Identrus; membership in the System as
a Participant will be open to all entities that satisfy the
membership criteria outlined in recital 14.

(25) All Participants,

including the Parties, are free to join
other schemes offering Certification Authority services.

(26)

(27)

Rights and obligations of equity owners and Participants
(Operating Rules)

The Identrus equity owners have the same rights and
to issuing certificates as all
obligations with respect
other Participants in the System and will,
like them,
enter into ‘Participation Agreements’ with Identrus to
establish the terms of
their operational relationship.
However, all equity owners are obliged to be active
Participants in the Identrus System and the LLC Agree-
ment requires that each equity owner operates a Certi-
fication Authority, registration and risk management
system under the Identrus System. Accordingly, each
equity owner's investment in Identrus will not be a
passive investment, as each is required to deploy its own
certification services based on the Identrus System.

(30)

Pricing policy

Identrus has been set up as a for-profit organisation and
will establish its pricing policy accordingly. The same
pricing policy will be applied to all Participants on the
basis of objective and non-discriminatory criteria, irres-
pective of whether they are equity owners or Partici-
pants of whatever category in Identrus. Identrus plans to
charge fees only to Participants in connection with the
services provided (Section 6 of the Operating Rules) and
not to the customers of the Participants. Participants will
be free to set
the prices they in turn charge their
customers.

The customers of Identrus will be its Participants. The
Identrus System requires investments and these will be
financed by three different revenue components (12) 1.
‘Chartering fees’ will be collected as a one-time payment
from the Participants, and are intended to recover Iden-
incurred in conducting interoperability
trus's costs
testing and compliance certification of the infrastruc-
tures of new Participants. 2. Participants will pay ‘annual
membership fees’ with respect to the validation and
warranty services once a Participant's deployment of
each of these services has been developed. 3. The final
revenue component of Identrus is an ad hoc fee, charged
for each transaction.

V. THE RELEVANT MARKET

A. Product markets

(29)

The Identrus System's trust services include:

1. services for the identification of
message over a digital network;

the sender of a

2. the authentication of such message via electronic

signatures;

3. the validation that

the keys used to create and
authenticate the signature have not been revoked;

4. the provision of services to manage the risk that the
signatory may claim the signature was unauthorised;
and

5. the establishment and administration of rules, poli-
cies, procedures, technical specifications and agree-
ments governing the operation of the System.

By means of such services, Participants in the system
should be able to provide authentication and connected
electronic transactions security services to end-users.
End-users may utilise the Identrus services in a variety of
transactions — i.e. essentially any transaction conducted
over an electronic network in which one or all entities
involved in the transaction require a high degree of
certainty as to the identity of the other. These transac-
tions may be financial or commercial transactions, such
as purchases and sales of goods or trading in financial
instruments, potentially all over the world. The use of
technical applications that enable such electronic trans-
actions to be carried out cannot provide assurances
about a user's identity. Therefore, Certification Authori-
ties are needed to issue digital certificates that can be
used to bind the specific identity of a user to a particular
application.

(12) Level Two Participants are scheduled to pay only 50 % of Level
In
One Participants' chartering fees and annual membership fees.
addition, chartering fees are waived with respect
to Level One
Participants who make equity investments in Identrus, as those
investments greatly exceed the magnitude of the chartering fees.

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(31)

(32)

Consequently, the Notified Agreements will address at
least two separate markets: 1. the market for the provi-
sion of trust services to Certification Authorities; and 2.
the downstream market
trust
for
services by Certification Authorities to end users initially
in the corporate sector. In both cases, markets have not
yet been sufficiently developed nor has consumer confi-
dence been tested.

the provision of

Identrus will be
initiative referred to in recital 8,
confronted by numerous potential competitors such as
postal authorities, technology vendors, telecommunica-
tions carriers and industry specific initiatives. Although
not all of
those potentially competing systems will
succeed, they will have a distinct competitive check on
Identrus,

if successful.

Provision of trust services to Certification Authorities

VII. THIRD-PARTY OBSERVATIONS

Identrus will be active in the design and operation of the
infrastructure for financial institutions to manage risks
inherent in relying on the identity of authors and the
authenticity of electronic messages. It will perform its
role as a root Certification Authority and will establish a
set of business rules defining the identity certificates
issued by Participants and their use.

(38)

the notice pursuant

Following the publication of
to
Article 19(3) of Regulation No 17 (13), three interested
third parties submitted comments to the Commission
regarding Identrus. Those comments focused, in partic-
ular, on the openness of the Identrus certification system
to potential participants and standards, as well as its
interoperability with other similar systems.

Authentication services

(33)

Both Level One and Level Two Participants of the Iden-
trus System will provide digital certificate services
directly to their corporate end users enabling them to
conduct commercial transactions over open electronic
networks.

B. Geographic markets

(34)

The services on both relevant product markets are
offered on a global basis enabling international busi-
ness-to-business transactions. The relevant geographic
market is hence the worldwide market for the services in
question.

(39) Generally speaking, commentators addressed concerns
of potential concentration processes that would result
from the Identrus System. Those concerns ranged from
the ‘formation of a technology cartel’ to the ‘endangering
of the competitive equilibrium’ in the emerging market
for electronic authentication services.

(40) All comments received have been carefully reviewed and
it has been concluded that
the concerns expressed
therein had already been raised by the Commission and
discussed in detail with the Parties, who had provided
adequate answers, as explained in recitals 41 to 53.
Therefore,
those comments have not affected the
Commission's positive position as regards the Notified
Agreements outlined in the notice pursuant to Article
19(3) of Regulation No 17.

VI. STRUCTURE OF THE MARKET

VIII. ARTICLE 81(1) OF THE EC TREATY AND ARTICLE

53(1) OF THE EEA AGREEMENT

A. The Parties' position on the market

(35) As the Parties are currently not active on the relevant
the Parties' market shares on the described

markets,
segments are non-existent.

B. Competitors of the Parties

(36) Due to the developing nature of the markets in question,
the Commission does not have a comprehensive over-
view of the competitive situation in these markets and
the competitive position of the Parties' future competi-
tors. The Parties were, however, able to indicate a
number of active and not yet active competitors,
Association
them American
amongst
(ABAecom), SWIFT, VISA and MasterCard.

Bankers

A. Application of Article 81(1) of the EC Treaty and
Article 53(1) of the EEA Agreement to the agree-
ments setting up the Identrus System

(41)

Through the Notified Agreements, the Parties have set
up a company that is not under the joint control of its
equity owners. An agreement to set up a company does
not, however,
in itself constitute a restriction of
competition within the meaning of Article 81(1) of the
EC Treaty and Article 53(1) of the EEA Agreement (14).

(42) However,

in view of comments from third parties
voicing concern at the risk of exclusionary effects that
would result from the Identrus System, the impact of the
creation of Identrus on the relevant product markets was
examined and it was concluded that there were no such
risks.

(37)

Furthermore, due to the rapidly increasing demand for
authentication services and related profit opportunities,
fostered among others by the Commission's e-Europe

(13) See footnote 3.
(14) See Commission Decision 1999/242/EC in Case No IV.36.237 —

TPS, OJ L 90, 2.4.1999, p. 6, recital 91.

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No risk of coordination

Competitive checks

(43)

Identrus will be operating in a newly developing and
emerging market. Due to the advent of the Internet and
its widespread use, in which a variety of persons control
access and use, it became necessary to develop systems
to prevent the transmission of unauthorised, fraudulent,
or corrupted messages. New entrants into the nascent
e-commerce markets are exposed to strong pressure
from corporate customers to provide the necessary
security for their transactions. The Parties' cooperation is
limited to the establishment of the Identrus System as a
common platform for the provision of root certification
services. They will not extend their cooperation to the
market for the provision of certification and authentica-
tion services to end-users, nor will they extend it to
cooperation between the Parties in the financial or
banking services sector, where they will remain indepen-
dent competitors.

(44)

The success of a certification system is based on its
interoperability with other similar systems.

(45)

The Operating Rules enable the Identrus System Partici-
pants to establish an interoperable infrastructure that
makes domestic and cross-border electronic commerce
applications possible. As regards those applications,
however, each Participant will develop them indepen-
dently.

(48) As indicated in recital 7, security of financial transac-
tions over the Internet is one of the main concerns
affecting the widespread development of electronic
commerce. A large number of projects aimed at the
development of Internet applications to address such
concerns have been launched. A number of commercial
competitors have already announced the setting up of
certification systems similar to the one intended by Iden-
trus.

(49) Among Identrus's future main competitors the Parties
identify the American Bankers Association (ABAecom),
which has offered global Certification Authority services
since the beginning of 1999, SWIFT (the international
services company), VISA and
financial
MasterCard. Identrus faces competition not only from
industry ventures but also from postal
the financial
authorities,
telecommunications
carriers and industry specific vertical

technology vendors,

transactions

initiatives.

(50)

Financial industry ventures, postal authorities and tele-
communications carriers for example have, on the basis
of requirements for acting on their traditional markets,
already made a certain part of the irreversible invest-
ments necessary for entry into the markets in question.
Their ability to enter these markets must therefore be
assessed as relatively high.

Open access to the system

No exclusivity

(46) Moreover, reputation and warranty policies are impor-
tant in providing a trust product such as authentication
services. In this context, the most important criteria for
third parties to become equity owners in Identrus are
objective and by using them,
Identrus will not be
required to assess and identify the quality of potential
Participants. The Notified Agreements are therefore
unlikely to affect
third
parties, as access to Identrus infrastructures is open to
all, provided they meet the objective criteria referred to
in recital 14. Identrus has no incentive to exclude poten-
tial Participants, as it is inherent in the Identrus System
to attract as many Participants as possible. Identrus's
revenues
electronic
increase with the number of
commerce transactions covered by the Identrus System.

the competitive position of

(47)

End-users will benefit from the existence of the addi-
tional system Identrus will create. The wider benefits of
the system to the free movement of goods in the
internal market ought not to be underestimated. The
authentication system will be used in a large variety of
circumstances, which will in turn create other products
and services increasing competitiveness, levels of trust,
security and quality demanded by the evolving market.

(51)

Identrus Participants are free to participate in any other
equivalent scheme, if they choose to do so. The decision
would be based on internal questions to be answered
solely by the Participant. Thus, participation is not exclu-
sionary. The choice provided to Participants will poten-
tially further
foster competition between competing
authentication systems.

No adverse effects on input markets

(52)

The Notified Agreements are unlikely to affect markets
for inputs that are necessary for companies operating in
the relevant markets. As a matter of fact, Identrus will
not engage in software development, it will only set up
specifications which will be given free of costs to Partici-
pants and software providers. There is no exclusivity as
to which software will be used as root software and
which software Participants can choose.
In practice,
many different vendors could be used by the Partici-
pants, provided those vendors meet the Identrus stan-
dards that have to be developed. Participants can change
vendors if they so wish.

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Conclusion

(53)

The creation of the Identrus System entails no foreclo-
sure risk, as the joint venture will
face competitive
checks from competing systems, and Participants are
free to join other such systems. There are in addition no
adverse effects on input markets. Therefore, the agree-
ments to establish Identrus do not fall within the terms
of Article 81(1) of the EC Treaty and Article 53(1) of the
EEA Agreement.

B. Application of Article 81(1) of the EC Treaty and
Article 53(1) of the EEA Agreement to the clause
concerning the general prohibition of assignment
of membership interests

(54) Article 9.1 of the LLC Agreement enshrines a general
prohibition of assignment of membership interests. Such
interests must first be offered to Identrus itself or to
other members before being offered to third parties (see
the LLC Agreement). Although equity
Article 9.3 of
owners have the right to set the rules for the functioning
of the system, no individual member can dominate the
system as the maximum vote is limited to 15 %.

(55)

this clause is a restriction of
To the extent
competition on the market for the exchange of equity,
the restriction is not an appreciable one.

that

C. Conclusions on the applicability of Article 81(1)
of the EC Treaty and Article 53(1) of the EEA
Agreement

(56) Neither

the

the Notified Agreements nor

clause
concerning the general prohibition of assignment of
membership interests has
to preventing,
restricting or distorting competition within the relevant
market defined in recitals 29 to 34. Therefore,
the
Agreements fall outside the scope of Article 81(1) of the
EC Treaty and Article 53(1) of the EEA Agreement,

the effect

HAS ADOPTED THIS DECISION:

Article 2

This Decision is addressed to:

1. ABN AMRO Services Company, Inc.

200 West Monroe Street
Chicago IL 60606
USA

2. BA interactive Services Holding Company, Inc.

425 First Street
San Francisco CA 94105
USA

3. Barclays Electronic Commerce Holdings, Inc.

222 Broadway
New York NY 10038
USA

4. Bayerische Hypo- und Vereinsbank AG

Am Tucherpark 16
D-80538 München

5. The Chase Manhattan Bank

270 Park Avenue — 44th Floor
New York NY 10017
USA

6. Citibank Strategic Technology

153 East 53rd Street
New York NY 10043
USA

7. Deutsche Bank AG
Taunusanlage 12
D-60325 Frankfurt a. M

8. Pyramid Ventures, Inc.
130 Liberty Street
New York NY 10006
USA

9. Identrus LLC

140 East 45th Street — 16th Floor
New York NY 10017
USA.

Article 1

Done at Brussels, 31 July 2001.

On the basis of the facts in its possession, the Commission has
no grounds for action under Article 81(1) of the EC Treaty and
Article 53(1) of the EEA Agreement in respect of the Notified
the Identrus
Agreements relating to the establishment of
System.

For the Commission

Mario MONTI

Member of the Commission