Contents

Foreword
Changes to implementing legislation and the new interpretative notices
Legislation
Introduction (extract from the Nineteenth Report on Competition Policy, Brusseis 1990)
Council Regulation (EEC) No 4064/89 of 21 December 1989 on the control of concentrations
between undertakings (OJ L 395, 30.12.1989; corrected version: OJ L 257, 21.9.1990)
Annex - Notes on Council Regulation (EEC) No 4064/89
Commission Regulation (EC) No 3384/94 of 21 December 1994 on the notifications, time limits and hearings provided for in Council Regulation (EEC) No 4064/89 on the control of concentrations between undertakings (OJ L 377, 31.12.1994)
Annex - Form CO relating to the notification of a concentration pursuant to Regulation
(EEC) No 4064/89
Interpretative notices
Commission notice on the distinction between concentrative and cooperative joint ventures under Council Regulation (EEC) No 4064/89 of 21 December 1989 on the control of concentrations between undertakings (OJ C 385, 31.12,1994, p. 1)
I.Introduction
II - Joini ventures under Article 3 of the Merger Regulation 66
1. Joint control
2. Structural change of the undertakings
3. Cooperative aspects
3.1. Product market
3.2. Geographic market
III- Final

Conunission notice on the notion of a concentration under Council Regulation (EEC) No 4064/89 of 21 December 1989 on the control of concentrations between undertakings (OJC 385, 31.12.1994, p. 5)
I- Introduction
II- Mergers between previously independent undertakings
III - Acquisition of control
1. Sole control
2. Joint control
2.1. Equality in voting rights or appointment to decision-making bodies
2.2. Veto rights
2.3. Common exercise of voting rights
2.4. Other considerations related to joint control
2.5. Joint control for a limited period
3. Control by a single shareholder on the basis of veto rights
4. Changes in the structure of control
IV - Exceptions
V - Final

Commission notice on the notion of undertakings concerned under Council Regulation (EEC) No 4064/89 of 21 December 1989 on the control of concentrations between undertakings (OJC 385, 31.12.1994, p. 12)
I- Introduction
II - The notion of undertaking concerned
I - Identifying the undertakings concerned in different types of operations
1. Mergers
2. Acquisition of sole control
2.1. Acquisition of sole control of the whole company
2.2. Acquisition of sole control of part of a company
2.3. Acquisition of sole control of previously reduced or enlarged companies
2.4. Acquisition of sole contrai through a subsidiary of a group
3. Acquisition of joint control
3.1. Acquisition of joint control of a newly-created company
3.2. Acquisition of joint control of a pre-existing company
3.3. Acquisition of joint control in order to split assets immediately
4. Acquisition of contrai by a joint venture
5. Passage from joint control to sole control

6. Change in Lhe shareholding in cases of joint control of an existing joint venture
6.1. Reduction in the number of shareholders leading to passage from joint to sole control
6.2. Reduction in the number of shareholders not leading to passage from joint
to sole control
6.3. Any other changes in the composition of the shareholding
7. 'Demergers' and the break-up of companies
5. Swaps of assets
9. Acquisitions of control by individual persons
10. Management buy-outs
11. Acquisition of control by a State-owned company

Commission notice on calculation of turnover under Council Regulation (EEC) No 4064/89 of 21 December 1989 on the control of concentrations between undertakings (OJ C 385,31.12.1994, p. 2 1 )
1 - 'Accounting' calculation of turnover
1. Turnover as a reflection of activity
1.1. The concept of tumover
1.2. Ordinary activities
2. 'Net' turnover
2.1. The deduction of rebates and taxes
2.2. Mie deduction of 'internal' turnover
3. Adjustment of turnover calculation rules for the different types of operations
3.1. The general rule
3.2. Acquisitions of parts of companies"
3.3. Staggered operations
3.4. Turnover of groups
3.5. Turnover of State-owned companies
II - Geographical aliocation of turnover
1. General rule
2. Conversion of turnover into ecus
III - Credit and other financial institutions and insurance undertakings
1. Definitions
2. Calculation of tumover
2.1. Credit and financial institutions (other than financial holding companies)
2.2. Insurance undertakings
2.3. Financial holding companies
3. Geographicai aiiocation of turnover of banking and insurance undertakings
4. Ecu exchange rate applicable to credit and financial institutions Commission notice regarding restrictions ancillary to concentrations (OJ C 203,14.8.1990,p.5)
1 -Introduction
II -Principies ofevaluation
III -Evaluation of common ancillary restrictions in cases of the transfer of na undertaking
A. Non-competition clauses
B. Licences of industrial and commercial property rights and of know-how
C. Purchase and supply agreements
IV- Evaluation of ancillary restrictions in the case ofajoint acquisition
V- Evaluation of ancillary restrictions in cases of concentrative joint ventures within the meaning of Articie 3(2) subparagraph 2 of lhe Regulation
A. Non-competition obligations
B. Licences for industrial and commercial property rights and know-how
C. Purchase and supply obligations