DECISION No 26-54 of 6 May 1954 laying down in implementation of Article 66 (4) of the Treaty a regulation concerning information to be furnished

THE HIGH AUTHORITY,

Having regard to Article 66 of the Treaty;

Whereas transactions bringing about concentrations directly or indirectly involving undertakings in the Community may be carried out by natural or legal persons outside its jurisdiction;

Whereas it is necessary for the implementation of Article 66 that the requisite information should be obtainable from those participating in such transactions;

Whereas a general request for information should be made only in respect of transactions that are substantial both as regards their absolute value and the size of the undertakings involved;

Whereas, however, application of Article 66 presupposes the possibility that information may be obtained in other cases, subject to the scope of such information being defined in a general decision;

After consulting the Council of Ministers;

DECIDES:

PART ONE Compulsory notification Article 1

All natural and legal persons except persons engaged within the Community in the production of coal and steel or in the distribution of those products other than by way of sale to domestic consumers or small craft industries shall, where they effect transactions specified in the following Articles, furnish information as provided for in this Regulation.

Article 2

The persons referred to in Article 1 shall notify the High Authority of any acquisition of rights in an undertaking as defined in Article 80 of the Treaty and any acquisition of power to exercise on their own behalf or on behalf of third parties rights in any such undertaking, whereby they acquire more than 10 % of the voting power at meetings of shareholders or other members of such undertaking and where the total value of the rights held by them exceeds 100 000 EPU units of account. Any rights, or power to exercise rights on behalf of others held by the persons concerned before the transaction in question shall be included in that calculation.

Article 3

Article 1 shall also apply to the acquisition of rights in any undertaking which exercises control over an undertaking as defined in Article 80 of the Treaty.

Article 4

1. Banks and their agents shall be exempt from the obligation to notify the transactions mentioned in Articles 2 and 3 where exercise of voting rights attaches: - to shares belonging to customers of those or other banks ; or

- to registered shares or stock in respect of which the bank is entitled to exercise such rights in a fiduciary capacity on behalf of its clients.

2. Paragraph 1 shall not affect: - the obligation for banks to furnish information on such transactions under Article 7;

- the obligation for their customers to notify such transactions in accordance with Articles 2 and 3 or to furnish information under Article 7.

Article 5

The High Authority may, by special authorisation and subject to certain conditions, grant exemption from the obligation to notify the transactions mentioned in Articles 2 and 3 to duly accredited stock-brokers where they do not exercise the voting rights attaching to the stock held by them.

Article 6

The notification provided for in Articles 2 and 3 shall be made within four weeks from the date on which the person required to make notification has knowledge of the transaction in question.

PART TWO Special requests for information Article 7

1. The High Authority may, by special request, obtain from the persons mentioned in Article 1 all information necessary for the implementation of Article 66 of the Treaty regarding: (1) acquisition of ownership of or of rights to use premises, industrial plant or concessions of any undertaking if, before such acquisition, those. premises, plant or concessions were used in the operations of that undertaking;

(2) acquisition of rights, in an undertaking, conferring voting powers at meetings of shareholders or other members of such undertaking;

(3) acquisition of the power to exercise on own behalf or on behalf of third parties rights of the kind referred to in subparagraph (2) belonging to third parties;

(4) acquisition by contract of the power to make decisions as to how the profits of an undertaking are shown in the accounts or applied;

(5) acquisition of the power to participate in the management of an undertaking, alone or with others, whether as owner, beneficiary, manager or member of the managing organs;

(6) appointment to the Board of Directors of an undertaking.

2. The persons subject to the obligation to furnish information must likewise declare to the High Authority at the latter's request the name and address of the actual owner of the rights concerned, where they are empowered: - to exercise the rights referred to in paragraph 1 in a fiduciary capacity on behalf of a third party;

- to exercise on their own behalf or on behalf of third parties the rights referred to in paragraph 1 belonging to third parties.

Article 8

This Regulation shall enter into force within the Community on 1 June 1954.

This Decision was considered and adopted by the High Authority at its meeting on 6 May 1954.

For the High Authority

The President

Jean MONNET