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Mergers and joint ventures in Europe : the law and policy of the EEC 2nd ed

Mergers and joint ventures in Europe : the law and policy of the EEC 2nd ed (Loan 2 times)

Material type
단행본
Personal Author
Fine, Frank L.
Title Statement
Mergers and joint ventures in Europe : the law and policy of the EEC / Frank L. Fine.
판사항
2nd ed.
Publication, Distribution, etc
London ;   Boston :   Graham & Trotman/Martinus Nijhoff ,   1994.  
Physical Medium
xliii, 778 p. ; 25 cm.
Series Statement
European business law & practice series.
ISBN
1853337145 Series 1853335746
General Note
Includes index.  
Subject Added Entry-Topical Term
Joint ventures --European Economic Community countries. Antitrust law --European Economic Community countries. Consolidation and merger of corporations --Law and legislation --European Economic Community countries.
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001 000000023472
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008 930916s1994 enk 001 0 eng
010 ▼a 93037473 //r942
020 ▼a 1853337145 Series
020 ▼a 1853335746
040 ▼a DLC ▼c DLC ▼d DLC
049 1 ▼l 111023504 ▼l 911000040 ▼f 국대원
050 0 0 ▼a KJE6467 ▼b .F56 1994
082 0 0 ▼a 346.4/06626 ▼a 344.066626 ▼2 20
090 ▼a 346.4 ▼b F495m2
100 1 ▼a Fine, Frank L.
245 1 0 ▼a Mergers and joint ventures in Europe : ▼b the law and policy of the EEC / ▼c Frank L. Fine.
250 ▼a 2nd ed.
260 ▼a London ; ▼a Boston : ▼b Graham & Trotman/Martinus Nijhoff , ▼c 1994.
300 ▼a xliii, 778 p. ; ▼c 25 cm.
440 0 ▼a European business law & practice series.
440 0 ▼a European law library.
500 ▼a Includes index.
650 0 ▼a Joint ventures ▼z European Economic Community countries.
650 0 ▼a Antitrust law ▼z European Economic Community countries.
650 0 ▼a Consolidation and merger of corporations ▼x Law and legislation ▼z European Economic Community countries.

Holdings Information

No. Location Call Number Accession No. Availability Due Date Make a Reservation Service
No. 1 Location Main Library/Graduate School of International Studies/ Call Number 346.4 F495m2 Accession No. 911000040 Availability Available Due Date Make a Reservation Service M
No. 2 Location Main Library/Law Library(Preservation Stacks/B2)/ Call Number 346.4 F495m2 Accession No. 111023504 Availability Available Due Date Make a Reservation Service B M

Contents information

Table of Contents


CONTENTS
Preface = xxiii
Table of Cases = xxv
Table of Legislation = xxxix
Chapter 1: Overview of EEC Antitrust Enforcement = 1
 A. European Economic Community = 3
 B. Community Institutions = 3
  1. Commission = 4
  2. Council of Ministers = 5
  3. European Parliament = 6
  4. Court of Justice and Court of First Instance = 6
   (a) Court of Justice = 6
   (b) Court of First Instance = 7
 C. Relevant Provisions of the EEC Treaty = 8
  1. Article 85 = 8
  2. Article 86 = 10
  3. Article 87 = 11
  4. Articles 88 and 89 = 11
 D. Relevant EEC Regulations = 12
  1. Regulation 17 = 12
   (a) Notifications = 14
   (b) Comfort Letters = 17
  2. Merger Control Regulation = 18
 E. Arrangements with Third Countries = 19
  1. EEC-U.S. Cooperation Agreement = 19
   (a) Reciprocal Notification = 19
   (b) Exchange of Information = 20
   (c) Cooperation in Enforcement Activities = 20
   (d) Confidentiality of Information = 20
   (e) Avoidance of Conflicts = 21
  2. EEA Agreement = 21
   (a) Competition Rules = 23
   (b) Division of Competence = 22
    (ⅰ) Cases under Article 53 = 22
    (ⅱ) Cases under Article 54 = 22
    (ⅲ) Cases under Article 57 = 23
   (c) Notifications = 23
 F. Respective Roles of the National Authorities and Courts = 24
 G. Extraterritorial Jurisdiction = 25
  1. Single Economic Entity Theory = 25
  2. Effects Doctrine = 29
  3. The Wood Pulp Judgment: The "Place of Implementation" = 30
 H. Supremacy of Community Law = 32
 I. The Application of Articles 85 and 86 by the National Competition Authorities = 36
 J. The Application of Articles 85 and 86 in the National Courts = 36
Chapter 2: Applicability of Article 85 to Concentrations = 40
 A. Introduction = 42
 B. Historical Policy = 43
  1. 1966 Memorandum = 43
   (a) Inadequacies of Article 85(3) = 44
   (b) The Problem of Absolute Nullity under Article 85(2) = 45
   (c) Applicability to Stock Exchange Transactions = 46
   (d) Lack of Mandatory Notification = 46
   (e) Excessive Time in Obtaining a Negative Clearance or Exemption = 46
   (f) Inadequacy of Form A/B = 47
   (g) Applicability of National Law = 47
  2. The "Partial Merger" Aberration = 48
 C. The Philip Morris Case = 52
  1. Factual Background = 53
  2. The 1981 Agreements = 53
  3. The 1984 Agreements = 55
  4. Judgment of the Court = 56
 D. Commission Interventions = 58
  1. Carnaud/Sacilor = 58
  2. British Airways/British Caledonian = 59
  3. Air France/Air Inter/UTA = 60
  4. GC&C/Irish Distillers = 61
  5. GEC-Siemens/Plessey = 62
   (a) Telecommunications = 62
   (b) Integrated Circuits = 63
   (c) Defense Electronics = 64
 E. A Limited Role for Article 85 = 64
 F. Vendor/Purchaser Covenants = 67
  1. Non-Competition Clauses = 68
   (a) Subject Matter = 69
   (b) Duration = 70
   (c) Geographic Scope = 71
  2. Licenses of Industrial and Commercial Property Rights and Know-How = 72
  3. Purchase and Supply Agreements = 73
Chapter 3: Applicability of Article 86 to Concentrations = 74
 A. Introduction = 77
 B. Historical Policy = 77
  1. 1966 Memorandum = 77
  2. Continental Can = 78
   (a) Factual Background = 79
   (b) Commission Decision = 79
    (ⅰ) Relevant Markets = 79
    (ⅱ) Dominant Position = 80
    (ⅲ) Abuse of Dominant Position = 80
   (c) Judgment of the Court = 81
   (d) Summary = 82
 C. Modem Policy on Concentrations = 83
  1. Relevant Product Market = 84
   (a) Legal Test = 84
   (b) "Demand" Substitutability = 85
    (ⅰ) Objective Characteristics = 85
    (ⅱ) Price Elasticity = 86
    (ⅲ) Multiple Uses of Same Product = 87
    (ⅳ) Same Product Group = 88
    (ⅴ) Raw Materials and Intermediate Products = 89
    (ⅵ) "Limited" Interchangeability = 90
   (c) "Supply" Substitutability = 91
   (d) Structure of Supply pnd Demand/Competitive Conditions = 93
   (e) Tetra Pak I: Continental Can Revisited = 94
    (ⅰ) Factual Background = 94
    (ⅱ) Relevant Product Market = 95
     a. Demand Substitutability = 95
     b. Supply Substitutability = 97
  2. Relevant Geographic Market = 97
   (a) Legal Test = 97
   (b) Factors Considered = 98
    (ⅰ) Barriers to Entry = 98
    (ⅱ) Preferred Manufacturer Proximity = 100
    (ⅲ) Consumer Habits = 100
    (ⅳ) Market Penetration = 101
   (c) "Substantial Part" of the EEC = 101
    (ⅰ) Patterns of Production and Consumption = 101
    (ⅱ) Patterns of Supply and Demand = 102
    (ⅲ) Size or Importance of Territory = 102
  3. Dominant Position = 104
   (a) Global Test = 104
   (b) Importance of Market Shares = 105
    (ⅰ) Statutory or De Facto Monopolies = 105
    (ⅱ) "Absolute" Share Levels = 106
    (ⅲ) "Relative" Share Levels = 106
    (ⅳ) Persistence of Market Shares = 107
    (ⅴ) Emerging Commission Position = 108
   (c) Characteristics of the Dominant Firm = 109
    (ⅰ) Technological Lead = 109
    (ⅱ) Financial Strength = 110
    (ⅲ) "World" Importance of the Firm = 110
    (ⅳ) Extensive Product Range = 111
    (ⅴ) Vertical Integration = 111
   (d) Pricing Practices of the Dominant Firm = 112
    (ⅰ) Price Reductions = 112
    (ⅱ) Price Leadership = 113
    (ⅲ) National Price Differentials = 113
   (e) Structural Barriers to Entry = 113
    (ⅰ) Legal Barriers = 113
    (ⅱ) Technical Barriers = 114
    (ⅲ) Economic Barriers = 114
   (f) Demand-Side Considerations = 115
   (g) Evidence Precluding Dominance = 115
   (h) Collective Dominance = 116
    (ⅰ) The Commission's Position = 116
    (ⅱ) The Court's Position = 119
  4. Concentration as an Abuse of Dominant Position = 121
  5. Acquisition of a Minority Shareholding as an Abuse of Dominant Position = 123
  6. Effect on Trade = 124
  7. Commission Interventions = 125
   (a) Conditional Authorizations = 127
   (b) Abandonment of Transaction = 128
   (c) Preemptive Steps = 129
   (d) New Commission Approach? = 130
 D. Residual Applicability of Article 86 = 131
Chapter 4: The EEC Merger Control Regulation: Jurisdiction and Substance = 134
 A. Introduction = 138
 B. The Elements of a "Concentration" = 140
  1. Mergers = 140
  2. Acquisition of Control = 141
   (a) Basic Concepts = 141
   (b) Test of Control = 142
   (c) Test of "Decisive Influence" = 143
    (ⅰ) Share Acquisitions = 143
    (ⅱ) Purchase of Assets = 145
    (ⅲ) Joint Acquisitions of Shares or Assets = 145
    (ⅳ) The "Philip Morris" Altenative = 146
 C. Concentrative Joint Ventures = 147
  1. Introduction = 147
  2. Joint "Undertaking" = 152
  3. Joim Control = 152
  4. Lasting Basis = 156
  5. Autonomous Economic Entity = 157
  6. Absence of Coordination of Competitive Behavior = 159
   (a) Legal Test = 160
   (b) Framework for Assessing the Coordination of Competitive Behavior = 160
    (ⅰ) Withdrawal of the Parent Companies: Merger of Certain Activities = 161
    (ⅱ) Absence of Parents' Total Withdrawal from the Market = 163
    (ⅲ) Establishment of a New Enterprise = 166
    (ⅳ) Establishment of Joint Venture in the Market of the Parent Companies = 167
    (ⅴ) Joint Venture Operates in Upstream, Downstream or Neighboring Market = 168
    (ⅵ) Continuing Vertical Relationships = 170
  7. Interface with Articles 85 and 86 = 171
 D. The Requirement of Community Dimension = 171
  1. The Legal Test = 171
  2. The Calculation of Turnover = 174
   (a) Scope of "Turnover" = 174
   (b) Whose Turnover Considered = 176
    (ⅰ) Corporate Group = 176
    (ⅱ) Derogations = 176
    (ⅲ) Issue of Control = 177
   (c) "Group" Versus "Parts" Turnover = 178
    (ⅰ) Full Merger = 179
    (ⅱ) Acquisitions of Companies and Assets = 179
    (ⅲ) Changes from Joint to Sole Control = 179
    (ⅳ) Cross-Shareholdings = 179
    (ⅴ) Div isions of Assets = 180
    (ⅵ) Concentrative Joint Ventures = 180
    (ⅶ) "Mixed" Acquisition and Concentrative Joint Venture = 182
   (d) Special Rules for Financial Institutions and Insurance Companies = 182
    (ⅰ) Financial Institutions = 182
    (ⅱ) Insurance Companies = 183
 E. Relevant Product und Geographic Markets = 183
  1. Legal Tests = 183
  2. Relevant Product Market = 184
   (a) Introduction = 184
   (b) Demand Substitutability = 186
    (ⅰ) Product Characteristics = 186
    (ⅱ) Price = 188
    (ⅲ) Intended Use = 189
    (ⅳ) "Limited" Subslitutability = 190
   (c) Supply Substitutability = 191
   (d) Conditions of Competition = 192
  3. Relevant Geographic Market = 193
   (a) Introduction = 193
   (b) Factors Considered = 195
    (ⅰ) Barriers to Entry = 195
    (ⅱ) Local Purchasing Preferences = 198
    (ⅲ) Structure of Supply = 199
    (ⅳ) Market Penetration = 200
    (ⅴ) Prices = 201
    (ⅵ) Stage of Development of the Market = 202
 F. Test of Compatibility with the Common Market = 203
  1. Background = 203
  2. The Creation of Dominance = 204
   (a) Overview = 204
   (b) Impact of "Significant Impediment" Proviso = 206
   (c) The Importance of Market Shares = 208
    (ⅰ) Absolute Share Levels = 208
    (ⅱ) Relative Share Levels = 210
    (ⅲ) Durability of High Market Shares = 211
    (ⅳ) De Minimis Market Shares = 212
    (ⅴ) Measurement of Market Shares = 212
   (d) Characteristics or Structure of the Dominant Firm = 213
    (ⅰ) Financial Strength = 213
    (ⅱ) Technological Lead = 214
    (ⅲ) Extension of Product Range = 214
    (ⅳ) Product Synergies = 214
    (ⅴ) Vertical Integration = 215
    (ⅵ) Vertical Links = 216
     a. Exclusive Supply Arrangements = 216
     b. Licenses = 217
     c. Minority Shareholdings = 218
    (e) Market-Related Barriers to Entry = 218
     (ⅰ) Legal Barriers = 218
     (ⅱ) Technical Barriers = 219
     (ⅲ) Economic Barriers = 220
     a. Cost of Entry = 220
     b. Mature Market = 220
     c. Brand Loyalty = 220
    (f) Demand-Side Considerations = 221
     (ⅰ) Pressure on Prices = 221
     (ⅱ) Limited Product Substitutability = 221
    (g) Joint Dominance = 222
     (ⅰ) Background = 222
     (ⅱ) Joint Dominance under the MCR = 224
  3. The Reinforcement of Dominance = 230
  4. Attachment of Conditions = 232
  5. Conclusion = 233
   G. Ancillary Restrictions = 233
    1. Overview = 233
    2. Restrictions "Directly Related" and "Necessary" to the Concentration = 234
     (a) Nature of Restrictions = 234
     (b) "Directly Related" Restrictions = 235
     (c) "Necessary" Restrictions = 235
    3. Specific Restrictions = 236
     (a) Non-Competition Clauses = 236
     (b) Licenses of Industrial and Commercial Rights and of Know-How = 238
     (c) Purchase and Supply Arrangements = 238
    4. Special Rules Applicable to Joint Acquisitions = 240
   H. Exclusivity of the MCR = 240
    1. Exclusive Authority of Commission to Enforce MCR = 241
    2. Exclusive Application of MCR to Concentrations having a Community Dimension = 241
     (a) Preemption of National Antitrust Rules = 242
     (b) Application of Articles 85-86 by the National Antitrust Authorities = 243
     (c) Application of Articles 85-86 in the National Courts = 243
     (d) Article 9 Referrals to the Member States = 244
     (e) Protection of National Interests = 246
    3. Exclusive Application of National Antitrust Rules to Concentrations not having a Community Dimension = 247
     (a) Article 22(3)-(5) Referrals to the Commission = 247
     (b) Applicability of Articles 85 and 86 = 249
      (ⅰ) Commission Interventions = 249
      (ⅱ) Interventions by the National Antitrust Authorities = 251
      (ⅲ) Private Actions in the National Courts = 251
Chapter 5: The EEC Merger Control Regulation: the Procedural Framework = 253
 A. Introduction = 255
 B. Organization of the Merger Task Force = 255
 C. Investigative Powers of the Merger Task Force = 256
  1. Requests for Information = 256
  2. On-Site Examinations and Inquiries = 257
  3. Investigative Authority of the Member States = 259
  4. Collateral Use of Evidence; Confidentiality = 259
 D. Pre-Notification Meetings = 259
 E. Notification Requirement = 260
  1. Parties Concerned; Time Limits = 260
  2. Publication = 261
  3. Effective Date of Notification = 261
  4. Documentation to be Submitted = 262
  5. Convertibility of Notifications = 263
  6. collateral Use of Evidence; Confidentiality = 263
  7. Fines = 264
  8. Form CO = 264
 F. Suspension Requirement = 266
  1. Base Period and Extensions = 266
  2. Derogations = 267
  3. Provisional and Final Decisions = 268
  4. Fines; Sanction of Nullity = 269
 G. Termination of the First-Stage = 269
  1. Range of Possible Substantive Decisions = 269
  2. Relevant Time Limits = 270
  3. Publication = 271
 H. Initiation of Second-Stage Proceedings = 271
 I. Second-Stage Procedure = 272
  1. Article 18 Letter = 272
  2. Access to the File = 272
  3. Written Reply = 272
  4. Oral Hearing = 273
  5. Rights of Third Parties = 274
  6. Preliminary Draft Decision = 275
  7. Advisory Committee on Concentrations = 275
  8. Draft Decision = 276
 J. Termination of Second-Stage Proceedings = 276
  1. Range of Final Decisions = 276
  2. Fines = 277
  3. Decision-Making Procedure = 277
  4. Time Limits = 277
  5. Publication = 278
 K. Appeals to the Court of Justice = 279
  1. Decisions Appealable = 279
  2. Legal Basis of Appeal = 279
  3. Relevant Forum = 280
  4. Standing to Appeal = 280
 L. Professional Secrecy = 281
Chapter 6: Introduction to Cooperative Arrangements = 283
 A. Layout of Subsequent Chapters = 285
 B. Scope of Present Chapter = 286
 C. The Distinction between Cooperative Joint Ventures and Cooperation Agreements = 286
  1. Undertaking = 287
  2. Joint Control = 288
  3. Legal Consequences = 289
 D. Relevant Market = 291
  1. Relevant Product Market = 293
   (a) Demand Substitutability = 293
   (b) Supply Substitutability = 294
   (c) Structure of Supply = 295
  2. Relevant Geographic Market = 295
 E. Actual or Potential Competitors = 296
  1. Relevant Factors = 296
  2. Effect of Withdrawal from the Market = 302
 F. "Appreciable" Effects = 303
  1. Appreciable Effects on Competition = 304
   (a) Notice on Cooperative Joint Ventures = 304
   (b) Notice on Cooperation Agreements = 304
   (c) Notice on Agreements of Minor Importance = 307
   (d) Commission Decisions = 308
    (ⅰ) Restrictions having Appreciable Effects = 309
    (ⅱ) Market Structure and Position = 311
    (ⅲ) Importance of the Relevant Product = 313
    (ⅳ) Effects on Third Parties = 313
  2. Appreciable Effects on Trade within the EEC = 314
   (a) Market for Relevant Product = 315
   (b) Situation and Activities of the Parties = 316
   (c) Restrictions having Appreciable Effects = 317
 G. New "Fast Track" Clearance Procedure for Structural Joint Ventures = 318
Chapter 7: Joint Selling Agreements = 320
 A. Introduction = 321
 B. Agreements Limited to Home National Market = 321
 C. Agreements on Exports from One Member State to Another = 323
  1. Arrangements Outside the Scope of Article 85(1) = 325
   (a) Exception for "Small Businesses" = 326
   (b) Limited Joint Marketing = 326
   (c) Complementary Marketing = 328
  2. Exemptions under Article 85(3) = 328
 D. Agreements on Exports from the EEC to Third Countries = 329
 E. Agreements on Imports into the EEC = 330
Chapter 8: Joint Purchasing Agreements = 332
 A. Introduction = 332
 B. Permitted Practices = 333
  1. Non-Exclusive Arrangements = 333
  2. Partially Exclusive Arrangements = 335
  3. Joint Acquisitions of Intellectual Property or Copyrights = 336
 C. Prohibited Practices = 337
  1. Exclusive Arrangements = 337
  2. Disguised Import Cartels = 339
Chapter 9: Joint Advertising and Promotion = 340
 A. Introduction = 341
 B. Brand vs. Generic Advertising = 341
 C. Promotion of National or Regional Industry = 342
 D. Common Advertising Logos or Seals = 342
 E. Joint Advertising as Part of an Anti-Competitive Scheme = 343
 F. Joint Advertising of Standardized Products = 344
 G. Discouragement of Parallel Imports = 345
 H. Restrictions on Individual Advertising = 345
 I. Discounts and Rebates = 346
  1. Aggregated Discounts and Rebates = 346
  2. Interference with Individual Discounts and Rebates = 347
Chapter 10: Common Quality Labels, Marks and Measures = 348
 A. Introduction = 348
 B. Treatment under Article 85(1) = 349
  1. "Sole Object" of Designating a Certain Quality = 349
  2. Availability of Label or Mark to "All Competitors" = 350
  3. Restrictions on Distribution of Products Subject to Joint Label or Mark = 351
 C. Individual Exemptions under Article 85(3) = 352
 D. Labels and Marks Falling Outside Article 85(3) = 353
 E. Quality Control Measures = 354
  1. Measures Supporting Fixed Prices = 355
  2. Measures Restricting Supply = 356
Chapter 11: Joint Standardization = 357
 A. Introduction = 358
 B. Standards Establishing Inter-Brand or Inter-System Compatibility = 358
  1. X-Open Group = 359
  2. Philips/Matsushita-D2B = 360
  3. Video Cassette Recorders = 361
  4. Comment = 362
 C. Standards for Selection of Independent Contractors and Agents = 362
  1. Banking Sector = 362
  2. Air Transport Sector = 363
 D. Standardized Forms = 364
 E. Standards Benefitting Small and Mid-Sized Enterprises = 365
 F. Standardized Payment and Delivery Terms = 365
 G. Standards for Protection of Local Market = 366
 H. Standardization as Part of Wider Anti-Competitive Scheme = 367
Chapter 12: Restructuring Agreements = 368
 A. Introduction = 369
 B. Overview of Commission Policy = 370
 C. Types of Restructuring Agreement = 372
  1. Coordinated Plant Closures = 372
   (a) Synthetic Fibres = 372
    (ⅰ) Infringement of Article 85(1) = 373
    (ⅱ) Exemption under Article 85(3) = 373
   (b) Supervision by Independent Trustee = 374
  2. Reciprocal Transfer of Assets = 375
   (a) BPCL/ICI = 375
    (ⅰ) Infringement of Article 85(1) = 376
    (ⅱ) Not a Partial Merger = 376
    (ⅲ) Exemption under Article 85(3) = 377
   (b) ENI/Montedison = 378
  3. Rationalization by Joint Venture = 378
   (a) Enichem/ICl = 378
    (ⅰ) Infringement of Article 85(1) = 379
    (ⅱ) Exemption under Article 85(3) = 379
   (b) Montedison/Hercules (Himont) = 381
  4. Mixed Production/Distribution Agreements = 381
Chapter 13: Specialization Agreements = 384
 A. Introduction = 386
 B. Applicability of Article 85(1) = 388
  1. Actual or Potential Competitors = 388
  2. Types of Restrictions = 389
   (a) Division of Production = 389
   (b) Purchase and Supply Arrangements = 390
    (ⅰ) Exclusive Purchasing = 390
    (ⅱ) Exclusive Supply = 390
    (ⅲ) Other Restrictions = 391
   (c) Distribution Arrangements = 391
   (d) Transfer of Know-How = 392
   (e) Coordination of R&D Activities = 392
   (f) Standardization of Components = 393
   (g) Non-Competition Clauses = 394
 C. Article 85(3): Individual Exemptions = 394
  1. Balancing of Benefits and Disadvantages = 394
  2. Improvement in Production = 395
   (a) Allocation of Production = 395
   (b) Standardization of Parts = 395
  3. Improvement in Distribution = 395
   (a) Purchase and Supply Arrangements = 395
   (b) Distribution Arrangements = 396
  4. Promotion of Technical or Economic Progress = 396
  5. Benefits Available to Consumers = 396
  6. Indispensability = 397
   (a) Prohibited Terms = 398
    (ⅰ) Means of Seeking Specialization = 398
    (ⅱ) Exclusive Purchasing Terms = 399
    (ⅲ) Ban on Parallel Imports = 399
    (ⅳ) Non-Competition Clauses = 400
    (ⅴ) Right to Improvements = 400
    (ⅵ) Ban on Independent Research = 400
    (ⅶ) No-Challenge Clauses = 400
   (b) "Sham" Specialization = 400
  7. Duration of Exemptions = 401
 D. Regulation 417/85: Block Exemption for Specialization Agreements = 401
  1. Agreements Covered = 403
  2. Permitted Restrictions = 404
   (a) Non-Competition Clauses = 404
   (b) Purchase of Requirements = 404
   (c) Exclusive Distribution = 405
  3. Other Permitted Terms = 406
  4. Excluded Restrictive Terms = 407
  5. Market Share and Tumovci Limitations = 407
  6. Opposition Procedure = 409
 E. Examples of Specialization Agreements = 409
  1. Jaz-Peter: Classic Bilateral Agreement = 409
   (a) Factual Background = 409
   (b) Infringement of Article 85(1) = 410
   (c) Individual Exemption under Article 85(3) = 410
  2. Prym/Beka: Classic Unilateral Agreement = 411
   (a) Factual Background = 411
   (b) Infringement of Article 85(1) = 411
   (c) Individual Exemption under Article 85(3) = 411
  3. Papier Mince: Absence of Supply Arrangement = 412
   (a) Factual Background = 412
   (b) Infringement of Article 85(1) = 412
   (c) Individual Exemption under Article 85(3) = 412
  4. Sopelem/Vickers: Wide-Ranging Cooperation = 413
   (a) Factual Background = 413
   (b) Infringement of Article 85(1) = 413
   (c) Individual Exemption under Article 85(3) = 414
Chapter 14: Research and Development = 415
 A. Introduction = 417
 B. Legal Form = 419
 C. Agreements Outside the Scope of Article 85(1) = 419
  1. Pure Research = 419
  2. Applied Research = 420
 D. Agreements Subject to Article 85(1) = 420
  1. Introduction = 420
  2. Actual or Potential Competitors = 421
  3. Restrictions on Independent Research = 421
  4. Restricted Access to Results = 423
  5. "Spill-Over" Effects = 425
  6. Foreclosure Effects on Third Parties = 427
   (a) Access to Results = 427
   (b) Access to Supplies = 428
 E. Ancillary Restrictions = 428
  1. Restrictions on the Joint Venture = 430
  2. Restrictions on the Parent Companies = 430
  3. "Unnecessary" Clauses = 431
 F. Article 85(3): Individual Exemptions = 431
  1. Improvement of Production, Technical or Economic Progress = 431
   (a) Benefits of Collaboration = 432
   (b) Efficacy or Joint Research = 433
  2. Benefits Shared with Consumers = 433
  3. Indispensability = 434
   (a) Global Test = 434
   (b) Permitted Clauses = 434
   (c) Prohibited Terms = 436
  4. Elimination of Competition as to a Substantial Part of the Products in Question = 437
  5. Duration of Individual Exemptions = 438
 G. Regulation 418/85: Block Exemption for R&D Agreements = 440
  1. Agreements Covered = 441
  2. Conditions for Application of Block Exemption = 442
  3. "White List" = 443
   (a) Article 4(1) Restrictions = 443
   (b) Article 5(1) Restrictions = 445
  4. "Black List" = 446
  5. Duration of Exemption; Market Share Limitations = 447
  6. Opposition Procedure = 449
 H. Examples of R&D Agreements = 449
  1. Henkel/Colgate: Pure Research = 449
   (a) Factual Background = 449
   (b) Infringement of Article 85(1) = 450
   (c) Individual Exemption under Article 85(3) = 450
   (d) Subsequent Developments = 450
  2. KSB/Goulds/Lowara/ITT: R&D and Joint Exploitation = 451
   (a) Factual Background = 451
   (b) Infringement of Article 85(1) = 451
   (c) Individual Exemption under Article 85(3) = 452
  3. Elopak/Metal Box-Odin: R&D Joint Venture Between Non-Competitors = 453
   (a) Factual Background = 453
   (b) Regulation 418/85 = 454
   (c) Negative Clearance under Article 85(1) = 454
Chapter 15: Joint Production = 456
 A. Introduction = 458
 B. Legal Form = 460
 C. Actual or Potential Competitors = 461
 D. Restrictions Subject to Article 85(1) = 462
  1. Restrictions Between the Parties = 462
   (a) Particular Provisions = 462
   (b) "Spill-Over" Effects = 464
  2. Parent-Joint Venture Restrictions = 466
  3. Foreclosure Effects on Third Parties = 467
  4. Interlocking Joint Ventures = 469
 E. Ancillary Restrictions = 470
 F. Clauses Falling Outside Article 85(1) = 471
 G. Article 85(3): Individual Exemptions = 471
  1. Balancing of Benefits and Disadvantages = 472
  2. Improvement in Production, Distribution, Technieal or Economic Progress = 472
  3. Benefits Available to Consumers = 476
  4. Indispensability = 477
   (a) Global Test = 477
   (b) Permitted Clauses = 479
   (c) Prohibited Terms = 480
  5. Elimination of Competition as to a Substantial Part of the Products in Question = 482
  6. Duration of Individual Exemptions = 483
 H. Regulations 417/85 and 418/85: Block Exemptions for Specialization and R&D Agreements = 485
 I. Regulations 2349/84 and 556/89: Block Exemptions for Patent and Know-How Licensing Agreements = 486
 J. Examples of Joint Production Arrangements = 488
  1. Rockwell/Iveco: Transfer of Technology from US to EEC-Based Company = 488
   (a) Factual Background = 488
   (b) Infringement of Article 85(1) = 488
   (c) Individual Exemption under Article 85(3) = 488
  2. Mitchell Cotts/Sofiltra: Production Joint Venture Between Non-Competitors = 489
   (a) Factual Background = 489
   (b) Infringement of Article 85(1) = 490
   (c) Individual Exemption under Article 85(3) = 491
Survey of Decisions Relating to EEC Merger Control Regulation = 493
Annex A: The EEC Treaty = 521
 Appendix 1: Rules on Competition = 521
 Appendix 2: Other Relevant Treaty Provisions = 524
Annex B: Third Country Arrangements = 529
 Appendix 3: Competition Provisions of the EEA Agreement = 529
 Appendix 4: EEC-USA Competition Laws Co-operation Agreement = 558
Annex C: Regulations = 565
 Appendix 5: Regulation 17/62 = 565
 Appendix 6: Regulation 27/62 (with Form A/B) on the formalities of notification = 575
 Appendix 7: Regulation 417/85 on block exemption of specialization agreements = 588
 Appendix 8: Regulation 418/85 on block exemption of R&D agreements = 593
 Appendix 9: Regulation 2349/84 on block exemption of patent licensing agreements = 602
 Appendix 10: Regulation 556/89 on block exemption of know-how licensing agreements = 614
 Appendix 11: Regulation 4064/89 on the control of concentrations = 629
 Appendix 12: Regulation 2367/90 on merger notifications (with Form C/O) = 646
 Appendix 13: Regulation 3932/92 on block exemption of insurance agreements = 674
 Appendix 14: Regulation 151/93 amending Regulations 417/85, 418/85, 2349/84 and 5366/89 on block exemptions = 685
Annex D: Notices and Communications = 691
 Appendix 15: The 1966 Memorandum = 691
 Appendix 16: 1968 Notice on Cooperation Agreements = 714
 Appendix 17: 1986 Notice on Agreements of Minor Importance = 719
 Appendix 18: Council Minutes Accompanying 1989 Merger egulation = 722
 Appendix 19: 1990 Notice on Ancillary Restrictions = 728
 Appendix 20: 1990 Notice on Concentrative/Cooperative Operations = 733
 Appendix 21: Explanatory Memorandum on Penultimate Draft of Regulation 151/93 = 741
 Appendix 22: 1993 Notice on Cooperation between the Commission and Courts = 745
 Appendix 23: 1993 Notice on Cooperative Joint Ventures = 754
Index = 771


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