Special provisions are contained in Articles 5(3), (4) and 5(5) of the EC Merger Regulation for credit, insurance, other financial institutions and joint undertakings.

whether the proposed concentration is a full legal merger, an acquisition of sole or joint control, a full-function joint venture within the meaning of Article 3(4) of the EC Merger Regulation or a contract or other means of conferring direct or indirect control within the meaning of Article 3(2) of the EC Merger Regulation;

Turnover of the acquiring party or parties to the concentration should include the aggregated turnover of all undertakings within the meaning of Article 5(4) of the EC Merger Regulation.

Where waivers are sought, the Commission may specify the documents to be provided in a particular case in a request for information under Article 11 of the EC Merger Regulation.

In addition, the Commission will have the power to impose fines for submission of incorrect or misleading information pursuant to Article 14(1)(a) of the EC Merger Regulation.

Under the Merger Regulation, the Commission assesses the compatibility of a notified concentration with the common market on the basis of its effect on the structure of competition in the Community(6).

In such cases references in those sections to the "EC Merger Regulation" and to the "Implementing Regulation" shall be read as referring to the corresponding provisions of Regulation (EEC) No 4064/89 and Regulation (EC) N° 447/98, respectively.

Provide sufficient financial or other data to show that the concentration meets OR does not meet the jurisdictional thresholds under Article 1 of the EC Merger Regulation.

Where the undertakings concerned commit a breach of an obligation, the Commission may revoke clearance decisions issued either under Article 6(2) or Article 8(2) of the Merger Regulation, acting pursuant to Article 6(3) or Article 8(5)(b), respectively.

Where the purchase results in a concentration that has a Community dimension, this new operation will have to be notified under the Merger Regulation and cleared under normal procedures(52).

In such circumstances, the Commission may, pursuant to Article 8(4) of the Merger Regulation, order any appropriate action necessary to restore conditions of effective competition(15).

In merger cases, access to the file by parties directly concerned is expressly provided for in Article 18 (3) of the Merger Regulation and in Article 13 (3) (a) of Regulation (EC) No 3384/94 (6) ('the Implementing Regulation`).

In the case of a merger within the meaning of Article 3(1)(a) of the EC Merger Regulation or the acquisition of joint control of an undertaking within the meaning of Article 3(1)(b) of the EC Merger Regulation, the notification shall be completed jointly by the parties to the merger or by those acquiring joint control, as the case may be(3).

Article 9 (1) of the Merger Regulation provides that 'the Commission may, by means of a decision notified without delay to the undertakings concerned... refer a notified concentration to the competent authorities of the Member State concerned`.

If parties submit incorrect information, the Commission will have the power to revoke any Article 6 or 8 decision it adopts following an Article 4(5) referral, pursuant to Article 6(3)(a) or 8(6)(a) of the EC Merger Regulation.

The guidance set out in this notice reflects the Commission's evolving experience with the assessment, acceptance and implementation of remedies under the Merger Regulation since its entry into force on 21 September 1990.

In addition, pursuant to Article 6(3)(a) and Article 8(6)(a) of the EC Merger Regulation the Commission may revoke its decision on the compatibility of a notified concentration where it is based on incorrect information for which one of the undertakings is responsible.

In completing this Form, your attention is drawn to Council Regulation (EC) No 139/2004 (hereinafter referred to as "the EC Merger Regulation"), and Commission Regulation (EC) No xx/2004 (hereinafter referred to as "the Implementing Regulation"), to which this Form is annexed(1).

However, given the fact that an in-depth market investigation is only carried out in phase II, commitments submitted to the Commission in phase I must be sufficient to clearly rule out "serious doubts" within the meaning of Article 6(1)(c) of the Merger Regulation(11).

Pursuant to Article 6(2) of the Merger Regulation the Commission may declare a concentration compatible with the common market, where it is confident that following modification a notified concentration no longer raises serious doubts within the meaning of paragraph 1(c).

To this end, the parties are required to show clearly, to the Commission's satisfaction in accordance with its obligations under the Merger Regulation, that the remedy restores conditions of effective competition in the common market on a permanent basis.

Where the parties submit proposals for commitments together with the notification or within three weeks from the date of receipt of the notification(39), the deadline for the Commission's decision pursuant to Article 6(1) of the Merger Regulation is extended from one month to six weeks.

Under Article 14(1)(a) of the EC Merger Regulation, notifying parties who, either intentionally or negligently, supply incorrect or misleading information, may be liable to fines of up to 1 % of the aggregate turnover of the undertaking concerned.

Under Article 14(1)(a) of the EC Merger Regulation, parties making a reasoned submission who, either intentionally or negligently, provide incorrect or misleading information, may be liable to fines of up to 1 % of the aggregate turnover of the undertaking concerned.

The merger control system of the European Union is laid down in Council Regulation (EC) No 139/2004 (hereinafter referred to as "the EC Merger Regulation"), and in Commission Regulation (EC) No xx/2004 (hereinafter referred to as "the Implementing Regulation"), to which this Form CO is annexed.

Whereas Article 235 of the Treaty must be invoked owing to the inclusion in the text of the Agreement of mergers and acquisitions which are covered by Council Regulation (EEC) No 4064/89 of 21 December 1989 on the control of concentrations between undertakings(2), which is essentially based on Article 235;

The test for compatibility under Article 2(2) and (3) of the Merger Regulation is whether or not a concentration would create or strengthen a dominant position as a result of which effective competition would be significantly impeded in the common market or a substantial part of it (7).

After an in-depth investigation and where the Commission in a Statement of Objections has reached the preliminary view that the merger leads to the creation or strengthening of a dominant position within the meaning of Article 2(3) of the Merger Regulation, the commitments have to eliminate the creation or strengthening of such a dominant position.

Article 287 of the Treaty and Article 17(2) of the EC Merger Regulation as well as the corresponding provisions of the EEA Agreement(4) require the Commission, the Member States, the EFTA Surveillance Authority and the EFTA States, their officials and other servants not to disclose information they have acquired through the application of the Regulation of the kind covered by the obligation of professional secrecy.

although the conditions for using the Short Form are met, a full or partial notification under Form CO appears to be necessary for an adequate investigation of possible competition concerns or to establish that the transaction is a concentration within the meaning of Article 3 of the EC Merger Regulation;

Article 22 (3) of the Merger Regulation provides that 'If the Commission finds, at the request of a Member State, that a concentration (...) that has no Community dimension (...) creates or strengthens a dominant position (...) it may (...) adopt the decisions provided for in the second subparagraph of Article 8 (2), (3) and (4)`.

Article 287 of the Treaty and Article 17(2) of the EC Merger Regulation as well as the corresponding provisions of the EEA Agreement(6) require the Commission, the Member States, the EFTA Surveillance Authority and the EFTA States, their officials and other servants not to disclose information they have acquired through the application of the Regulation of the kind covered by the obligation of professional secrecy.

This notice sets out the general principles applicable to remedies acceptable to the Commission, the main types of commitments that have been accepted by the Commission in cases under the Merger Regulation, the specific requirements which proposals of commitments need to fulfil in both phases of the procedure, and the main requirements for the implementation of commitments.

Article 287 of the Treaty and Article 17(2) of the EC Merger Regulation require the Commission and the competent authorities of the Member States, their officials and other servants and other persons working under the supervision of these authorities as well as officials and civil servants of other authorities of the Member States, not to disclose information of the kind covered by the obligation of professional secrecy and which they have acquired through the application of the Regulation.

the "Merger Regulation") provides that the Commission has to appraise concentrations within the scope of the Merger Regulation with a view to establishing whether or not they are compatible with the common market.

Articles 85 and 86 of the EC Treaty, Regulation (EEC) No 4064/89 (2) (hereinafter 'the Merger Regulation`), and Articles 65 and 66 of the ECSC Treaty.

As regards the deduction of taxes, the Merger Regulation refers to VAT and 'other taxes directly related to turnover`.

See Article 5(3) of the Merger Regulation.

Recital 32 of the Merger Regulation.

Thus, the 'amounts` taken into account by the Merger Regulation reflect only the transactions which take place between the group of undertakings on the one hand and third parties on the other.

Article 5(4) of the Merger Regulation provides the following:

This requirement is to ensure that the Commission is able to assess the notified concentration within the strict time-limits provided by the Merger Regulation.

Moreover, the Merger Regulation clearly defines control as having 'the possibility of exercising decisive influence` rather than the actual exercise of such influence.

Article 4, paragraph 3, of the Merger Regulation.

See Recital 4 of the Merger Regulation.

Cf. Article 2(1)(b) of the Merger Regulation.

A 'concentration' is defined in Article 3 of Regulation (EEC) No 4064/89 (hereinafter referred to as 'the Merger Regulation') and 'Community dimension' in Article 1 thereof.

JOINT VENTURES UNDER ARTICLE 3 OF THE MERGER REGULATION

See Recitals 25 and 26 of the Merger Regulation.

Regarding the geographical allocation of turnover, since audited accounts often do not provide a geographical breakdown of the sort required by the Merger Regulation, the Commission will rely on the best figures available provided by the companies in accordance with the rule laid down in Article 5(1) of the Merger Regulation (see Section II.1).