Regulation 1997/1310 - Amendment of Regulation (EEC) No 4064/89 on the control of concentrations between undertakings - Main contents

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Council Regulation (EC) No 1310/97 of 30 June 1997 amending Regulation (EEC) No 4064/89 on the control of concentrations between undertakings

Official Journal L 180 , 09/07/1997 P. 0001 - 0006

COUNCIL REGULATION (EC) No 1310/97 of 30 June 1997 amending Regulation (EEC) No 4064/89 on the control of concentrations between undertakings

THE COUNCIL OF THE EUROPEAN UNION,

Having regard to the Treaty establishing the European Community, and in particular Articles 87 and 235 thereof,

Having regard to the proposal from the Commission (1),

Having regard to the opinion of the European Parliament (2),

Having regard to the opinion of the Economic and Social Committee (3),

• (1) 

  Whereas concentrations with a significant impact in several Member States that fall below the thresholds referred to in Council Regulation (EEC) No 4064/89 of 21 December 1989 on the control of concentrations between undertakings (4) may qualify for examination under a number of national merger control systems; whereas multiple notification of the same transaction increases legal uncertainty, effort and cost for companies and may lead to conflicting assessments;

• (2) 

  Whereas extending the scope of Community merger control to concentrations with a significant impact in several Member States will ensure that a 'one-stop shop` system applies and will allow, in compliance with the subsidiarity principle, for an appreciation of the competition impact of such concentrations in the Community as a whole;

• (3) 

  Whereas additional criteria should be established for the application of Community merger control in order to meet the abovementioned objectives; whereas those criteria should consist of new thresholds established in terms of the total turnover of the undertakings concerned achieved world-wide, at Community level and in at least three Member States;

• (4) 

  Whereas at the end of the initial phase of application of this Regulation the Commission should report to the Council on the implementation of all applicable thresholds and criteria, so that the Council is in a position, acting in accordance with Article 145 of the Treaty, to change the criteria or adjust the thresholds laid down in this Regulation;

• (5) 

  Whereas it is appropriate to define the concept of concentration in such a manner as to cover operations bringing about a lasting change in the structure of the undertakings concerned; whereas in the specific case of joint ventures it is appropriate to include within the scope and procedure of Regulation (EEC) No 4064/89 all full-function joint ventures; whereas, in addition to the dominance test set out in Article 2 of that Regulation, it should be provided that the Commission apply the criteria of Article 85 (1) and (3) of the Treaty to such joint ventures, to the extent that their creation has as its direct consequence an appreciable restriction of competition between undertakings that remain independent; whereas, if the effects of such joint ventures on the market are primarily structural, Article 85 (1) does not as a general rule apply; whereas Article 85 (1) may apply if two or more parent companies remain active in the market of the joint venture, or, possibly, if the creation of the joint venture has as its object or effect the prevention, restriction or distortion of competition between the parent companies in upstream, downstream or neighbouring markets; whereas, in this context, the appraisal of all competition aspects of the creation of the joint venture must be made within the same procedure;

• (6) 

  Whereas, for the purposes of calculating the turnover of credit and financial institutions, banking income is a better criterion than a proportion of assets, because it reflects more accurately the economic reality of the whole banking sector;

• (7) 

  Whereas it should be expressly provided that decisions...

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