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Tables of Contents for The Eu Merger Regulation and the Anatomy of the Merger Task Force
Chapter/Section Title
Page #
Page Count
Preface
ix
 
Introduction
1
2
Aim of the Book
1
1
Historical Background
1
2
The Scope of The Merger Regulation
3
14
A `Concentration'
3
2
Community Dimension
5
4
Extensions and Limitations of Scope
9
2
The `Distinct Market' Exception
10
1
The Dutch Clause
10
1
Legitimate Interest
11
1
Assessment Criteria
11
6
Appraisal of Concentrations
13
1
The Distinction between Concentrative and Co-operative Joint Ventures
14
3
Procedure
17
35
Informal Contacts
17
1
Briefing Paper to be Submitted to the MTF
17
1
Pre-notification Meetings
18
3
Notification Procedure
21
8
Timetable
21
2
Notifying Parties
23
1
Form CO
23
1
Copies to be submitted
24
1
Information to be submitted
25
2
Information waivers
27
1
Confidentiality
28
1
Failure to Notify and Consequences
29
1
Publication of Notification
29
1
Phase I Investigation
29
8
One-month Deadline
30
1
Procedural Role of the Parties
31
1
Suspension of concentration
31
1
Undertakings
32
1
Withdrawal of notification
33
1
Procedural Role of the Merger Task Force
33
1
Request for information
34
1
Liaison with national authorities
35
1
Referral to Member States
35
1
Third parties
35
1
Phase I Decisions
36
1
Phase II Investigation
37
8
Four-month Deadline
37
1
Fact-finding Powers
37
1
Statement of Objections
38
1
Access to the File and Business Secrets
39
1
Reply to the Statement of Objections
40
1
Oral Hearings
41
1
Hearing of Third Parties
42
1
Consultation of the Advisory Committee
42
1
Undertakings
43
1
Final Decisions
44
1
Compatibility
44
1
Incompatibility
44
1
Divestment decision
45
1
The Fictitious Decision of Compatibility
45
1
Calculation of Time Limits
46
2
Beginning and End of Periods Referred to in Months
46
1
Beginning and End of Periods Referred to in Weeks
46
1
Working Days and Public Holidays
47
1
Working days
47
1
Recovery of Public Holidays
47
1
Suspension of Time Limits
48
1
Fines
48
1
Ancillary Restrictions
49
3
Structure of the MTF
52
6
MTF-Directorate-General IV/B (DG IV/B)
52
6
Organisation and Personnel
52
1
Timing the Notification
53
1
Handling of Cases
53
1
Decision-Making
54
1
Publication of Notifications and Decisions
55
1
Phase I decision
55
1
Phase II decision
55
3
Court Actions Against Final Decisions
58
1
Draft Notices on Merger Control
59
150
Draft Commission Notice on Restrictions Directly Related and Necessary to Concentrations
59
7
Principles of Evaluation and Definitions
60
1
`Directly related'
60
1
`Necessary'
60
1
Common Clauses in the Acquisition of an Undertaking
60
1
Non-competition clauses: general
61
1
Acquisition of an undertaking
61
1
Joint ventures
62
1
Non-solicitation and confidentiality clauses
62
1
Licence Agreements
62
1
Transfer of undertaking or acquisition of an undertaking
63
1
Joint ventures
63
1
Purchase and Supply Agreements
63
1
Most common purchase/supply clauses
64
1
Types of acceptable obligations
64
1
Acceptable duration
65
1
Other Agreements
65
1
Procedural Issues
65
1
Draft Notice on Commitments submitted to the Commission under Regulation 4064/89 and under Regulation 447/98
66
6
General Principles
66
1
Commitments Accepted by the Commission
67
1
Divestiture
67
1
Termination of exclusive agreements
68
1
Access to infrastructure and key technology
68
1
Commitment packages
69
1
Situations where Remedies are Difficult
69
1
Specific Requirements for Submission of Commitments in Phase I
69
1
Specific Requirements for Submission of Commitments in Phase II
69
2
Requirements for Commitments and their Implementation
71
1
Essential features of divestment remedies
71
1
Interim preservation
71
1
Implementation
72
1
Approval of the purchaser
72
1
Final Remarks on the Notice
72
1
Draft Commission Notice on a Simplified Procedure for Processing Certain Concentrations under Council Regulation 4064/89
72
7
Concentrations Eligible for Simplified Procedure
73
1
Procedural Provisions
74
5
ANNEXES: REGULATIONS AND NOTICES
Annex 1 A. Council Regulation 4064/89 on the control of concentrations between undertakings (original text)
79
18
Annex 1B. Council Regulation 1310/97 amending Council Regulation 4064/89
97
8
Annex 1C. Unofficial consolidated text of Council Regulation 4064/89
105
17
Annex 2. Commission Regulation 447/98 on the notifications, time limits and hearings provided for in Council Regulation 4064/89 (OJ L61/1 of 2 March 1998)
122
31
Annex 3. Commission Notice on the concept of full-function joint ventures under Council Regulation 4064/89 (OJ C66/1 of 2 March 1998)
153
5
Annex 4. Commission Notice on the concept of concentration under Council Regulation 4064/89 (OJ C66/5 of 2 March 1998)
158
11
Annex 5. Commission Notice on the concept of undertakings concerned under Council Regulation 4064/89 (OJ C 66/14 of 2 March 1998)
169
13
Annex 6. Commission Notice on Calculation of turnover under Council Regulation 4064/89 (OJ C66/25 of 2 March 1998)
182
15
Annex 7. Commission Notice concerning alignment of procedures for processing mergers under the ECSC and EC Treaties (OJ C66/36 of 2 March 1998)
197
3
Annex 8. Information on the assessment of full-function joint ventures pursuant to the competition rules of the European Community (OJ C66/38 of 2 March 1998)
200
1
Annex 9. Commission Notice regarding restrictions ancillary to concentrations (OJ C203/5 of 14 August 1990)
201
6
Annex 10. Merger: Best Practice Guidelines (www.europa.eu.int)
207
2
Annex 11. National Authorities dealing with Mergers
209