CELEX: 51984PC0059
Language: en
Date: 1984-02-03
Title: AMENDED PROPOSAL FOR A COUNCIL REGULATION ON THE CONTROL OF CONCENTRATIONS BETWEEN UNDERTAKINGS

No C 51/8                            Official Journal of the European Communities                              23.2.84
                                                            II
                                                    (Preparatory Acts)
                                               COMMISSION
              Amendment to the proposal for a Council Regulation on the control of concentrations
                                                between undertakings (')
                                                    COM(84)     59final
              (Submitted by the Commission to the Council pursuant to Article 149 (2) of the EEC Treaty
                                                   on 7 February 1984)
                                                      (84/C 51/13)
                    ORIGINAL PROPOSAL                                              AMENDED PROPOSAL
                                        Preamble and recitals u n c h a n g e d
                         Article 1                                                      Article 1
                     Basic provisions                                               Basic provisions
1.    Any transaction which has the direct or indirect          1.    Unchanged.
effect of bringing about a concentration between
undertakings or groups of undertakings, at least one
of which is established in the common market,
whereby they acquire or enhance the power to hinder
effective competition in the common market or in a
substantial part thereof, is incompatible with the
common market in so far as the concentration may
affect trade between Member States.
The power to hinder effective competition shall be              The power to hinder effective competition shall be
appraised at Community level and by reference in                appraised at Community level and by reference in
particular to the extent to which suppliers and                 particular to the extent to which suppliers and
consumers have a possibility of choice, to the                  consumers have a possibility of choice, to the
economic and financial power of the undertakings                economic and financial power of the undertakings
concerned, to the structure of the markets affected, to         concerned, to the structure of the markets affected, to
the effects of international competition, and to supply         international competition, and to supply and demand
and demand trends for the relevant goods or services.           trends for the relevant goods or services.
A concentration shall be presumed to be compatible              A concentration shall be presumed to be compatible
with the common market where the market share of                with the common market where the market share of
the goods or services concerned accounts in the                 the goods or services concerned accounts in the
common market for less than 20 % of the turnover in             common market, or in a substantial part thereof, for
identical goods or services or in goods or services             less than 20 % of the turnover in identical goods or
which, by reason of their characteristics, their price          services or in goods or services which, by reason
and their use are regarded as similar by the consumer.          of their characteristics, their price and their use
The presumption of compatibility with the common                 are regarded as similar by the consumer. The
(') OJ No C 36, 12. 2. 1982, p. 3.
 ---pagebreak--- 23. 2. 84                            Official Journal of the European Communities                                     N o C 51/9
                     ORIGINAL PROPOSAL                                                      AMENDED PROPOSAL
market can be rebutted if the Commission establishes                  presumption of compatibility with the common
that a concentration giving a market share below this                 market can be rebutted if the Commission establishes
threshold is nonetheless incompatible with the                        that a concentration giving a market share below this
common market.                                                        threshold is nonetheless incompatible with the
                                                                      common market.
2.    Paragraph 1 shall not apply where the aggregate                 2.     Paragraph 1 shall not apply where the aggregate
turnover of the undertakings participating in the                     turnover of the undertakings participating in the
concentration is less than 500 million ECU.                           concentration is less than 750 million ECU unless,
                                                                      irrespective of turnover in the market as a whole, the
                                                                      share in a substantial part of the common market is
                                                                      greater than 50 %.
3.    Paragraph 1 may, however, be declared inap-                     3.     Paragraph 1 may, however, be declared inap-
plicable to concentrations which are indispensable to                 plicable to concentrations which are indispensable to
the attainment of an objective which is given priority                the attainment of a priority of the Community.
treatment in the common interest of the Community.
                                            Articles 2 and 3 u n c h a n g e d
                         Article 4                                                               Article 4
          Prior notifications of concentrations                                   Prior notifications of concentrations
                                                Paragraph 1 unchanged
2.    Where concentrations proposed by an under-                      2.     Where concentrations proposed by an under-
taking or a group of undertakings have already                        taking or a group of undertakings have already
reached or exceeded the amounts referred to in                        reached or exceeded the amounts referred to in
paragraph 1, they shall be exempted from the                          paragraph 1, they shall be exempted from the
obligation of prior notification, if the turnover of the              obligation of prior notification, if the turnover of one
undertaking, the control of which they propose to                     of the undertakings concerned is less than 30 million
acquire, is less than 30 million ECU.                                 ECU.
                                          P a r a g r a p h s 3 and 4 u n c h a n g e d
                                                   Article 5 unchanged
                         Article 6                                                               Article 6
             Commencement of proceedings                                              Commencement of proceedings
1.    Where the Commission considers that a                           1.     Where the Commission considers that a
concentration is likely to become the subject of a                    concentration is likely to become the subject of a
decision under Article 1 (1) or (3), it shall commence                decision under Article 1 (1) or (3), it shall commence
proceedings and so inform the undertakings in                         proceedings immediately and so inform the under-
question and the competent authorities in the                         takings in question and the competent authorities in
Member States.                                                        the Member States.
                                           P a r a g r a p h s 2 to 4 u n c h a n g e d
                                             A r t i c l e s 7 t o 22 u n c h a n g e d
                                                                                               Article 22a
                                                                      The Commission may publish, from time to time, rules
                                                                      providing guidance to undertakings on the circum-
                                                                      stances in which mergers or concentrations will be
                                                                      subject to examination or review by the Commission.