OF COMPETITION .
45 IN SUCH A MARKET SITUATION THE COMMISSION MUST DISPLAY PARTICULAR VIGILANCE . IT MUST CONSIDER IN PARTICULAR WHETHER AN AGREEMENT WHICH AT FIRST SIGHT PROVIDES ONLY FOR A PASSIVE INVESTMENT IN A COMPETITOR IS NOT IN FACT INTENDED TO RESULT IN A TAKE-OVER OF THAT COMPANY, PERHAPS AT A LATER STAGE, OR TO ESTABLISH COOPERATION BETWEEN THE COMPANIES WITH A VIEW TO SHARING THE MARKET . NEVERTHELESS, IN ORDER FOR THE COMMISSION TO HOLD THAT AN INFRINGEMENT OF ARTICLE 85 HAS BEEN COMMITTED, IT MUST BE ABLE TO SHOW THAT THE AGREEMENT HAS THE OBJECT OR EFFECT OF INFLUENCING THE COMPETITIVE BEHAVIOUR OF THE COMPANIES ON THE RELEVANT MARKET .
46 THE 1984 AGREEMENTS AND THE UNDERTAKINGS GIVEN BY PHILIP MORRIS AND REMBRANDT TO THE COMMISSION PREVENT PHILIP MORRIS FROM HAVING ANY REPRESENTATIVE ON THE BOARD OF DIRECTORS OR ANY OTHER MANAGEMENT BODY OF ROTHMANS INTERNATIONAL AND LIMIT ITS SHAREHOLDING TO LESS THAN 25% OF THE VOTING RIGHTS . REMBRANDT' S SHAREHOLDING, ON THE OTHER HAND, REPRESENTS 43.6% OF THE VOTES, WHICH, BECAUSE OF THE WIDESPREAD DISTRIBUTION OF THE REST OF THE VOTES AND IN VIEW OF REMBRANDT' S REPRESENTATION IN THE MANAGEMENT OF ROTHMANS INTERNATIONAL, ALLOWS REMBRANDT TO CONTINUE TO DETERMINE ROTHMANS INTERNATIONAL' S COMMERCIAL POLICY ON THE CIGARETTE MARKET .
47 FURTHERMORE, UNLIKE THE 1981 AGREEMENTS, THE 1984 AGREEMENTS DO NOT CONTAIN ANY PROVISIONS REGARDING COMMERCIAL COOPERATION OR CREATE A STRUCTURE LIKELY TO BE USED FOR SUCH COOPERATION BETWEEN PHILIP MORRIS AND ROTHMANS INTERNATIONAL, AND THE COMPANIES HAVE UNDERTAKEN NOT TO EXCHANGE INFORMATION WHICH MIGHT INFLUENCE THEIR COMPETITIVE BEHAVIOUR . SUBJECT TO THE PROVISIONS ON THE POSSIBLE DISPOSAL BY ONE OR OTHER OF THE PARTIES OF ITS SHAREHOLDING IN ROTHMANS INTERNATIONAL, WHICH WILL BE CONSIDERED BELOW, THE 1984 AGREEMENTS, SUPPLEMENTED BY THE UNDERTAKINGS GIVEN TO THE COMMISSION, ARE THEREFORE NOT SUFFICIENT TO SUPPORT THE CONCLUSION THAT THE AGREEMENTS HAVE THE OBJECT OR EFFECT OF ALLOWING ONE OF THE COMPANIES TO INFLUENCE THE COMMERCIAL BEHAVIOUR OF THE OTHER .
48 HOWEVER, IT MUST ALSO BE CONSIDERED WHETHER, IN THE CIRCUMSTANCES OF THIS CASE, PHILIP MORRIS' S SHAREHOLDING IN ROTHMANS INTERNATIONAL REQUIRES THE COMPANIES INVOLVED TO TAKE INTO CONSIDERATION THE OTHER PARTY' S INTEREST WHEN DETERMINING THEIR COMMERCIAL POLICY, AS THE APPLICANTS ARGUE .
49 THE COMMISSION SUBMITS THAT REMBRANDT RETAINS ITS INTEREST IN DERIVING THE GREATEST POSSIBLE PROFIT FROM ITS INVESTMENT IN ROTHMANS INTERNATIONAL AND THAT THROUGH ITS VOTING RIGHTS AND ITS TRADITIONAL MANAGEMENT LINKS WITH ROTHMANS INTERNATIONAL IT IS IN PRACTICE ABLE TO CONTROL ROTHMANS INTERNATIONAL' S COMMERCIAL POLICY WITHOUT TAKING INTO ACCOUNT PHILIP MORRIS' S INTERESTS . ALTHOUGH PHILIP MORRIS HAS SUFFICIENT VOTES TO BLOCK CERTAIN SPECIAL RESOLUTIONS, THAT POSSIBILITY IS TOO HYPOTHETICAL TO AMOUNT TO A REAL THREAT WHICH MIGHT HAVE AN INFLUENCE ON REMBRANDT IN THE MANAGEMENT OF ROTHMANS INTERNATIONAL . THERE IS NO REASON TO SUPPOSE THAT THE MANAGEMENT AND EMPLOYEES OF ROTHMANS INTERNATIONAL DO NOT HAVE AN INTEREST IN MAKING THAT COMPANY AS PROFITABLE AS POSSIBLE .
50 ALTHOUGH