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Control of Concentrations

11.7 pm

The Parliamentary Under-Secretary of State for Corporate Affairs (Mr. Francis Maude) : I beg to move

That this House takes note of European Community Document Nos. 5936/88 and 9822/88 and the Supplementary Explanatory Memorandum submitted by the Department of Trade and Industry on 12th May 1989 on the control of concentrations between undertakings ; notes the United Kingdom's general reserve ; but supports the Government's intention to continue to contribute constructively to discussions with the Commission and other Member States in order to see whether the outstanding issues can be resolved.

Mr. Nigel Spearing (Newham, South) : On a point of order, Madam Deputy Speaker. I wish to raise two brief points of order. The first relates to documentation. The explanatory memoranda which were submitted to the Vote Office and the Scrutiny Committee on 10 June 1988 and 31 January 1989 were supplanted by a more recent memorandum dated 12 May 1989.

The Scrutiny Committee was not able to consider that last explanatory memorandum until its meeting today, and it subsequently placed in the Vote Office at about 6 o'clock this evening a summary and response to that explanatory memoranda together with a summary of the evidence given by the Secretary of State for Trade and Industry before the Committee last February. I think it important that I put those documentary points to you, Madam Deputy Speaker.

May I also obtain your confirmation that Standing Order 14(1) (b) gives some option to the Chair in that if the time for such a debate relative to the importance of the matter appears to be insufficient the debate could be held over at the discretion of the Chair?

Madam Deputy Speaker (Miss Betty Boothroyd) : I thank the hon. Member for the first point he raised, which is a helpful point of information. He is correct in what he said in making his second point: there is discretion on the part of the Chair.

Mr. Maude : The whole House will be grateful to the hon. Member for Newham, South (Mr. Spearing) for drawing attention to the further scrutiny which his Committee has been able to give to this document in the course of today.

We now debate a proposal for a regulation for the control of mergers with a European dimension. Certain mergers may already be controlled at the European level under articles 85 and 86 of the treaty of Rome. The question raised by these documents is, therefore, not whether there should be control of mergers at the Community level but, rather, the nature and extent of that control.

The questions essentially are these : could a regulation provide a more efficient and effective mechanism for such control, and what should be the balance between Community and national controls? The Commission's proposals for a Community merger control regulation require unanimous agreement in the Council of Ministers. We continue to maintain a general reservation on the principle of a regulation. It is important to look at the totality of the proposals. Many important issues remain unresolved, and we shall maintain such a reservation until the proposals as a whole go a good deal further towards meeting our concerns.


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Several major issues are still to be resolved on the regulation, and much detailed technical work remains to be done. One major issue outstanding is the level of turnover thresholds which would determine which mergers would fall within the scope of the regulation. There has been much discussion about the most appropriate level for these thresholds. In common with France and Germany, we believe that the regulation should cover only the really big cross-border mergers in the Community. That means that higher thresholds than the Commission has proposed should be enforced.

It also means that if, as Commissioner Brittan has proposed, the thresholds should be reviewed after a transitional period, there should be no automatic, pre-arranged change in the threshold levels. Any review of the threshold levels should have the aim of establishing whether, on the basis of experience, there was a real need to alter the levels, either down or, indeed, up.

Mr. Tam Dalyell (Linlithgow) : As a member of the former indirectly elected European Parliament, I am far from clear about who takes these decisions on major mergers. Is it one commissioner, or one directorate, or the whole Commission?

Mr. Maude : All proposals that come from the Commission are made by the whole Commission, but they are generally brought to the Commission by a single commissioner. Proposals are usually drawn up by officials in certain directorate generals within the Commission. In the ordinary course of events, a major proposal would not come before the Council of Ministers unless it were approved by the Commission as a whole--not necessarily unanimously.

There is also the question of the criteria by which mergers should be assessed to determine whether, in the words of the draft regulation, they are compatible with the Common Market. We and Germany firmly believe that the criterion must be the effect on competition. Others believe that considerations of industrial policy should be brought into the assessment. We believe that there would be a risk to competition if the criteria were defined as the Commission has proposed. The prime concern must be competition. We are strongly opposed to the Commission using a regulation such as this as a means of promoting an industrial policy of its own. That is not what a regulation for the control of mergers should be about.

Another major concern is the complicated legal question regarding the relationship of the proposed regulation to articles 85 and 86 of the treaty of Rome. We are naturally concerned to clarify the relationship between a regulation and the treaty's competition provisions, because we believe that there should be one community regime, not two. Any solution to the problem of articles 85 and 86 is related to the questions of criteria and procedures.

Mr. Tony Marlow (Northampton, North) : I am grateful to my hon. Friend. We know in this House, to our cost, or perhaps not to our cost, that some of the larger mergers have political implications. If there is a merger with a potential political implication that is taking place, what political organisation or institution is going to be able to take account of those political implications? In other words, how is democracy going to have any impact on these merger discussions once the Commission itself is involved?


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Mr. Maude : I hear what my hon. Friend says.

Mr. Alex Carlile (Montgomery) : It does not now.

Mr. Maude : In a way, the hon. and learned Member for Montgomery (Mr. Carlile) is right in what he says from a sedentary position. We seek to insulate the decision on whether a merger should be prevented from taking place, which is essentially a decision about whether shareholders should be allowed to sell their shares to a willing buyer, from the political process. The Secretary of State for Trade and Industry takes a decision only after having advice from the Director General of Fair Trading. He does not have the power to block a merger, unless the Monopolies and Mergers Commission, which is independent, has made an adverse public interest finding. To a considerable extent, even in domestic law the process is insulated, and properly so, from political pressure.

Mr. Marlow : I agree with my hon. Friend and think that that is right and proper. But, despite that, the Government can make a statement on a merger or merger policy or, despite that, a private notice question can be tabled by the Opposition and there will be democratic discussion of it, although I agree with the thrust of what my hon. Friend said. Is there not another danger--that the Commission, when looking at these issues, might for its own political purposes and political reasons decide on a particular outcome for a particular proposal?

Mr. Maude : That is right, which is why it is important that if a regulation is to come into force, which is by no means settled yet, it should set out clearly the criteria that the Commission must apply. It is not a question of whether there should be a merger-control regime within the Community because the Commission has asserted, and the court has upheld, its power to control mergers under articles 85 and 86 of the treaty, which have remained in place since it was signed. If we set up the right merger-control regime, there will be more scrutiny of its decisions and its decision-making will be more transparent than the current method by which it investigates mergers.

Mr. Alex Carlile : Does the Minister agree that one of the problems with current domestic scrutiny of mergers and monopolies is that there are no clearly understood criteria by which they are judged when references are made? Sometimes one does not know why a reference was made. Does he agree that the Community's proposal sets out economic or financial standards that make it clear to all those involved in potential mergers and acquisitions whether they will be referred for Commission consideration? Is that not an advantage?

Mr. Maude : It is simply not the case that the regulation provides the certainty that the hon. Gentleman seeks. A company will not know for certain whether a merger will be investigated. Such certainty would not be possible under any merger-control regime. Only when a proposed merger is subject to scrutiny do its full implications begin to emerge and are decisions made. It is not possible--this is a fairly consistent criticism-- for there to be an absolute test against which any prospective merger can be measured to know whether it offends against the criteria. I do not accept the hon. and learned Gentleman's criticism that the criteria are uncertain under our system. The factor that most motivates us when deciding whether to refer a merger to the Monopolies and Mergers Commission is its effect on


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competition. That is not so on all occasions, but in the two years that I have had my responsibilities we have referred only one merger to the MMC on grounds other then competition.

Even the Commission acknowledges that its proposal to resolve problems with articles 85 and 86, which it is linking directly to its proposals for thresholds and criteria, would not be completely immune to challenge in the courts. Everyone agrees that the legal position must be explored further.

Mr. Teddy Taylor (Southend, East) : If the Commission is misled by evidence given to it which leads to it making an incorrect decision--this is not a hypothetical example because it appears to have occurred in important mergers--what will happen under the regulation? My hon. Friend the Minister mentioned a court, but I understand that a court would not be relevant to this possibility. If the Commission discovered that information given to it, by which it took its decision, was fraudulent or incorrect, or if those in Brussels had misled it, what will happen? I am sure that this matter will have been considered carefully by people such as myself who have examined the proposed regulation.

Mr. Maude : I suspect that my hon. Friend has in mind something more specific than might have appeared at first sight. I do not know the answer, but I shall endeavour to supply it before the debate concludes.

Also to be resolved is the relationship between any European regulation and the activities of national merger administrations. We are concerned that as far as possible businesses should not be exposed to what has become known as double jeopardy--the need to seek national and Community approval for a merger. In practice, it would probably be impossible to avoid at least some overlap between the Commission and national merger administrations, but it should be kept to a minimum and, broadly speaking, the Commission should have exclusive jurisdiction over those mergers that would fall within the scope of the regulation.

Mr. Cash : Articles 85 and 86 prescribe an abuse of dominant position as the main criterion. Whether or not one chooses a threshold, above or below that line one can still find that the matter can be challenged under those articles anyway. Does my hon. Friend agree that there is a problem irrespective of whether one seeks to avoid double jeopardy?

Mr. Maude : It is precisely that extremely difficult legal angle that needs to be further explored. The Commission has accepted that its proposals do not put the matter entirely beyond scrutiny by the courts. My hon. Friend is a considerable expert and will know the difficulties. Further work must be done.

I am now able to reassure my hon. Friend the Member for Southend, East (Mr. Taylor) that the regulation as framed would provide for fines to be imposed on a party that either failed to notify or supplied incorrect information.

Mr. Teddy Taylor : I am sorry to be difficult. Who decides on the fine? Is it similar to the anti-dumping regulations--the Commission simply comes to a decision? What happens if there is a complaint and it is not clear whether the Commission has been misled? How does the Commission decide the figure? On what basis is it


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calculated? What can the aggrieved party do about it? We have seen a few recent examples when the Commission fixed a figure and did not explain. My right hon. Friend the Minister for Trade and Industry will be well aware of the position on the fixing of levies with respect to anti-dumping. Does the Commission reveal why it fixed a certain fine? Does it have the power to say that company X is fined a certain amount? That seems to be astonishing for a democratic organisation.

Mr. Maude : My hon. Friend has a considerable thirst for knowledge on this subject and I am able to satisfy it. The Commission would be able to decide on these matters. I cannot set out the exact criterion on which it would decide and the tariff of fines that it would apply. I do not think that that needs to be set out in detail at this stage. It would be open to the Commission by ordinary decision to impose a fine.

We are concerned also to achieve timescales and procedures in the regulation that would be as--

Mr Marlow : Will my hon. Friend give way?

Mr. Maude : I should like to make progress.

Mr. Marlow : I should be grateful if my hon. Friend would give way on this point. He has said in answer to my hon. Friend the Member for Southend, East (Mr. Taylor) that individual citizens are in jeopardy because they may receive a fine, perhaps a large one. Will my hon. Friend explain what rights they will have to plead against that levy being imposed on them, how they will be able to appeal and what the legal rights of the citizen will be? We know that in the present circumstances in the United Kingdom there are various procedures which can ensure that justice is available to the citizen who has been arraigned. How would that carry through under the proposals? Was that long enough?

Mr. Maude : It was long enough for me to be able to supply an answer to the previous question. My hon. Friend the Member for Derbyshire, West (Mr. McLoughlin) will be grateful to my hon. Friend the Member for Northampton, North (Mr. Marlow) for supplying him with an opportunity to get a great deal more exercise than he would ordinarily have. I can say to my hon. Friend the Member for Southend, East that the fines applicable would be up to 50,000 ecu for failing to notify or for supplying incorrect or misleading information. Those decisions would not be of a criminal law nature. I will endeavour to satisfy the proper curiosity of my hon. Friend the Member for Northampton, North on the matter of possible appeals against those fines.

We are concerned to achieve time scales and procedures under this regulation that will be as short and as little cumbersome as is practical, to provide clarity for companies and to achieve a balance between speed and fairness for all the parties involved. In practice, there might be informal approaches to the Commission in advance of notification which might develop, in time, along the lines of the confidential guidance system that operates in the United Kingdom, although there are, as yet, no specific proposals to that end. One area that the proposals do not address is the barriers--which are more extensive in some member states than in others--to mounting successful contested


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takeovers. We have made it clear that the proposed merger control regulation should be considered within the wider framework of barriers to takeovers. Such barriers are simply not compatible with the completion of the single market. We are not alone in our concern. That is why the Commission and other member states supported our initiative at the end of last year on the need for action on this front.

In response to our initiative, the Commission has agreed to undertake a study on this subject. We look forward to seeing the results of the study which, I understand, is due to be completed by the summer recess. There will be major implications for some British businesses, but the likely overall benefits for business in the United Kingdom and in the Community as a whole make it important to tackle the barriers. We intend to keep up the pressure on that. I urge the House to support the motion.

11.27 pm

Ms. Joyce Quin (Gateshead, East) : I welcome the fact that this debate is taking place. As we all know, there have been recent important negotiations within the European Community Council of Ministers on this subject, so it is right that the House should be having a debate. However, it is a matter of regret that the debate is taking place at a late hour and is also short, because we are discussing an important topic.

Useful background work to the debate has been undertaken by the Select Committee on European Legislation ; also, a report on EC merger control has been prepared in another place. It is true that a regulation on EC merger control has been doing the rounds for a long time--since 1973--but it is equally true that the spate of mergers in recent years and the approach of 1992 have given a fresh impetus to those discussions.

The Opposition have been concerned about the merger mania that we have witnessed and also about the Government's seeming complacency when faced with those events. We are concerned about the criteria that the Government apply to evaluating mergers and our worry about the Government's national merger policy makes us worried about their attitude in the negotiations currently taking place in the EC. I am also far from convinced that the Government are treating the matter with the seriousness that it deserves. I have been informed--I hope that the Minister will be able to contradict me- -that at the last Council meeting two weeks ago, when this matter was discussed, the United Kingdom was represented by the No. 2 official in the United Kingdom permanent representation in Brussels, whereas other countries--France and Germany in particular--were represented at ministerial level. If that is true, why was it allowed to happen? Surely, with the number of Ministers at the Department of Trade and Industry, one of them should have been there.

Mr. Maude : Perhaps I can explain that. We have a much better record of attending Councils at ministerial level than most other countries. I was unable to attend the Council meeting, as I ordinarily would to represent the United Kingdom, because I had to be in the House to take part in the Second Reading debate on the Companies Bill.

Ms. Quin : I accept the Minister's explanation, but there are several Ministers within the Department. It appears


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that the Government were isolated in the discussions. At least that is the story that appeared in several newspapers the next day, and I have some cuttings with me.

Mr. Maude : The hon. Lady should know by now that she should not believe everything that she reads in the newspapers. It is nonsense--it has been nonsense from the outset--to say that the United Kingdom has been isolated on the issue. We are closely aligned with the German Government's attitude, and we are close to the French Government on most of the outstanding issues. The hon. Lady should take the trouble to find out a bit more about what is going on.

Ms. Quin : Again, it was my understanding that various Commission officials had said that the threshold that the Government favour was much higher than that favoured by any other country. [Interruption.] If the Minister says that that is incorrect, I am happy to accept it.

Mr. Ian Taylor (Esher) : The hon. Lady's point belies the efforts made by this Government to get some sense from competition policy. The previous Commissioner had an initial limit of 1 billion ecu. We are now at least talking sensible terms for this policy, and I wish that the hon. Lady would give the Government credit for their efforts to get it to that level.

Ms. Quin : The rumours from Brussels suggest that the competition Commissioner, who is after all this Government's appointee, favours a lower threshold than that favoured by the Government.

The Prime Minister, who was at great pains to dismiss the previous Conservative Commissioner because he had gone native in Brussels, now seems to be faced with a similar difficulty, even though this Conservative Commissioner has held his office for only three or four months. Perhaps the Minister would like to deny the rumours that there are differences of view within the Government about the regulation. Obviously, I have no other information than what I have read in the press because I am not party to Cabinet discussions.

Mr. Marlow : On a point of order, Madam Deputy Speaker. Is it usual for speeches in this House to be based upon facts or upon rumours?

Madam Deputy Speaker : It is usual in this House for any hon. Member to express himself or herself as they wish and for other hon. Members to have the tolerance to listen.

Ms. Quin : We hope that there are no disagreements between one Government Department and another. However, no hon. Member can deny that there have been clear divisions on European policy on the Conservative Benches recently. I am not simply relying on rumours when I make that point.

The rather vague form of words of the motion has been supplemented by an amendment tabled by Conservative Members, which takes a different view about this policy. Perhaps it would be unwise for the Opposition to intrude on private grief. However, we will obviously watch developments to see whether the Government can reach an agreement with Tory Back Benchers on this issue.

As I said earlier, the Labour party has been concerned about the spate of mergers that have occurred in recent years. Our view of what finally emerges as a regulation


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from Brussels will be coloured by what we judge the practical effects of such a regulation would be on our economy and our future industrial prospects.

Obviously, even if a regulation is not adopted in the near future, the Commission has powers under existing competition articles of the treaty of Rome. We are worried that those competition rules do not seem to have improved the situation and we face a very uneven playing field which seems particularly to disadvantage the United Kingdom.

Mr. Spearing : Does my hon. Friend agree that the Minister skated over the fact that the criteria in Brussels will clearly be different from those currently used by the Government? The Minister may shake his head, but public interest--however that may be defined by this House--is a criterion used in this place. In Brussels the EEC would have to determine that with regard to EEC interests. In that regard, does my hon. Friend the Member for Gateshead, East (Ms. Quin) recall the takeover bid by Feruzzi for Hillsdown, which put at risk the whole of the Commonwealth import of sugar? If that had been conducted in Brussels, that bid might have gone through and had an enormous effect on our Third-world connections.

Ms. Quin : My hon. Friend has made a valid point. I want later to discuss the criteria governing this regulation and the Government's view of those criteria.

When we consider whether mergers should be allowed, we must bear in mind that the Government have said that their main criterion is competition policy. That point was repeated in the minutes of evidence given by the Under-Secretary of State for Corporate Affairs and by the Secretary of State for Trade and Industry to the Select Committee on European Legislation. Competition was mentioned as the main or possibly even the only criterion, but the Secretary of State mentioned other national interests, such as defence. The Minister said that the media were another area in which there might be a special national interest and where special criteria may apply. I was amazed to read that in the evidence to the Select Committee. The Government have sat by complacently watching large sections of our media fall into very few pairs of private hands.

The need to consider other criteria has been stated by others who gave evidence to the European Communities Committee which dealt with this matter in another place. In that Committee, the Law Society of Scotland stated strongly that competition should not be the sole criterion, that other factors should be considered. It referred in particular to the regional dimension :

"We consider the Commission should be empowered to look at the impact of a merger not only on the economy of the EEC as a whole, but also on a national or even regional economy, such as that of Scotland It has been the experience of Scotland within the United Kingdom that larger enterprises will tend to be controlled from the South East of England with detrimental effects, for example, on professional support services in Scotland. It is possible that this experience will be repeated on a larger scale within the EC single market, depending on the effectiveness or otherwise of the provision for the reduction of regional disparities."

That reference to Scotland could apply equally to the north-west, Wales and other areas. The Government should give greater importance to that.

I also believe that the long-term industrial and economic interests must be taken into account. We are very concerned that at the moment too many managers


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seem to be looking out for potential predators or planning mergers themselves instead of trying to ensure adequate investment for the future well-being and long-term prosperity of their companies. Finally, I believe that the interest of employees, whose livelihoods may be dramatically affected by mergers, should be considered. Of course, that idea is anathema to a Government who have consistently blocked any such moves within the European Community. None the less, I know that there are pressures from the European Parliament and from elsewhere to take such matters into account. I remember, for example, that when this proposed regulation was debated in the European Parliament in October, an amendment was passed that has been incorporated into the amended version of the directive under article 17, and which reads :

"Applications to be heard on the part of members of the administrative or management organs and the acknowledged employees' representatives from the undertakings concerned, shall in all cases be granted".

I can imagine the Government's reaction to that article. However, we feel strongly that those who are employed in firms that are the subject of takeovers should be consulted and that their interests should be taken into account.

Many other issues are raised in the proposed regulation which, unfortunately, time does not allow me to discuss in detail. Those include the problems of how well equipped and structured the Commission is to cope with the tasks that it is proposing to carry out and what institutional changes, if any, might be desirable, such as improving the role of the hearing officer. Much time could have been spent--perhaps other hon. Members will do this--analysing the possible conflicts between national and European action on mergers, which is very much a grey area in the proposed regulation, and also the possible legal difficulties over the conflicts between the implementation of articles 85 and 86 of the treaty and whatever is agreed in the new regulation.

The Government's approach to the subject is highly unsatisfactory. Their tactics in the negotiations appear to be in danger, at least, of leading to their isolation, but their approach to the substance appears to fail to address the real problems created by the merger situation that we have seen happening too frequently during the past few years.

Mr. Alex Carlile : I have been listening to the hon. Member with great care. Is the Labour party in favour of or against a European Community concentrations policy?

Ms. Quin : We recognise that, under the existing treaty, there is scope for the European Commission to act in relation to competitions and mergers. We would like to see those existing powers used more sensibly, along the lines that I have suggested.

We want decisions to be made in Europe that will promote the long-term industrial and economic health of our large companies.

Mr. Marlow : By who?

Ms. Quin : By all concerned. We want to see decisions that will help to reduce regional imbalances and that will help employment. Relying simply on competition and on the operation of market forces is not the answer.


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11.43 pm

Mr. Teddy Taylor (Southend, East) : This is is a very important regulation, because, basically, the regulation, as amended, would in many cases override the provisions that we now have in law, since it would remove

"the ability of the Secretary of State to allow a merger prohibited by the Commission and it is intended that Member States should not be entitled to prohibit a merger specifically authorised by the Commission on the grounds that it contributed to the achievement of one of the basic objectives of the Treaty."

It is a massive transfer of sovereignty. Instead of elected Ministers, who are answerable to the House, deciding whether mergers should go ahead, non- elected Commissioners will do the job. We are, therefore, taking a huge decision. Those Commissioners will not be answerable to the House in the same way as Government Ministers. They will not have to give the reasons for decisions. As with all such matters, we are deciding this matter late at night, so that the public will have no idea what is going on. Three big decisions will be made this week. It is crazy but there will be nothing in the papers about this tomorrow and nothing on "Today in Parliament". Instead of our elected Ministers doing the job, we are transferring it to the Commission. The Commission, of course, has the power to tell Ministers that they are wrong and to overturn their decision.

There is no point in talking about this because our views on such matters are wholly irrelevant. They do not matter one bit and I am sure that they will not affect the decisions reached in any way, because all the decisions have been made, except for a couple of minor points.

I have a simple question : will the Government send out some kind of pamphlet to British firms so that they know about the new situation?

Mr. Bowen Wells (Hertford and Stortford) : My hon. Friend has just said that what he and the House say makes no difference to the decisions that will be made in Europe. The Minister has been battling away and arguing strongly from a reasonable, sensible and reasoned basis with his European colleagues. He has consulted the House on two occasions and addressed the European Legislation Committee. He has managed to make major changes to proposals from the Commission. I suggest that my hon. Friend is insulting the Minister by suggesting that there is no point in him going to Europe and doing the hard work that he performs on our behalf.

Mr. Taylor : I am sorry if I gave any impression that I was insulting the Minister. I was insulting the constitutional arrangements whereby, in the majority of cases, admittedly, not in this one, we think-- although it is up to the Commission; it can change its mind--matters are decided by majority vote. Therefore, the views of the House are not relevant. The case before us tonight is different, because, we hope, it must be subject to a unanimous decision. In this case we can say no, but the Minister is well aware that most things are decided by majority vote. In that case the views of individual Ministers are not terribly important. However, I am sure that the Minister is working terribly hard and doing all in his power to ensure that the proposals put to us are the right ones.

Mr. Maude : It is important to stress to my hon. Friend that the regulation does not involve a transfer of


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sovereignty--that was done when the treaty of Rome was signed. The Commission has competence in competition matters and over mergers and that has been asserted and upheld by the European Court of Justice. My hon. Friend is right to say that the regulation must be agreed unanimously. Therefore, we have considerable influence over its form. If we can negotiate on it and it emerges in a satisfactory form, it will give Ministers more control than at present.

Mr. Taylor : The Minister is well aware that I never quote any figures unless they are Government ones. The quote I read was not written by me, but it was a direct quote, word for word, from the explanatory memorandum from the Government. I am sorry if that quote was incorrect or misleading, but the Minister will be well aware that I was quoting the words in the document before us. I am sorry if that has given the wrong impression, but we are given a lot of papers and, to avoid any misunderstanding, I just wanted to read out what the Government said in that explanatory paper rather than give my impression.

That issue is not important--all I want is an answer to the simple question : will companies be told? Under article 12 in the original paper--I believe that it is unchanged in the revised document--the officials of the Community, the so-called "Community policemen" or whoever, have the power to enter any undertakings

"to examine the books and other business records ; to take or demand copies of or extracts from the books and business records ; to ask for oral explanations on the spot ; to enter any premises, land and means of transport of undertakings."

The Minister may say that that is all part of being European and may be it is, but I believe that many people who run businesses will be unaware that, once the regulations goes through, people appointed by the Commission will be able to walk in, ask for any documents and ask for answers "on the spot" --those are words used in article 12.

Mr. Win Griffiths (Bridgend) : The hon. Gentleman may be giving the impression that there is a new power. The Commission already has similar powers under articles 85 and 86 to walk into companies which it suspects of entering price fixing arrangements, for example, and it has used them.

Mr. Taylor : I am well aware of the powers that are contained in article 85. As the hon. Gentleman has said, if there is a danger of price fixing, the Commission has the powers to which he has referred.

I am suggesting that many people who run companies or businesses and do not follow politics will not be aware of the matters that we are discussing. If they are aware of them, my suggestion is obviously nonsense. I am not talking about those who run ICI, Shell or Unilever. My understanding of article 12 is that it relates to any premises which the Commission considers relevant and not solely to the businesses that are directly concerned.

The Minister must inform businesses of the fines that can be imposed. As he rightly said, a fine of 50,000 ecu--a small sum--can be levied by the Commission upon those who in its opinion supply misleading information, but there are many other penalties. Under the old regulation--I wonder whether it is the new one--

"The Commission may by decision impose on natural or legal persons fines of"

up to 2 million ecu


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