92003E0361

WRITTEN QUESTION E-0361/03

by Roberta Angelilli (UEN) to the Commission

(12 February 2003)

Subject: Holding company called Newco set up by Rome City Council suspected infringement of competition rules

In September 2002 Rome City Council drew up a draft decision aimed at setting up a limited company to be responsible for the unified management of all the companies in which the Council has shares. The transaction was supposed to be completed by the transfer of all the shares in the 83 companies controlled by the Council to the new company, 97 % of the shares in which would be held by the City Council.

Since the purpose of the new company is to manage the Council's moveable and immovable property and provide publicity services, the transaction described above raises a number of doubts as regards compliance with rules on competition and the concentration of companies.

The new holding would, as a result of the transfer from the Council, have a significant holding in all the companies which currently carry out public services on behalf of Rome City Council, but the company itself states in its statutes, that its purpose is to provide services to Rome City Council and the companies controlled by it.

The remaining 3 % would be held by the company Risorse per Roma S.p.A., which is one of the companies controlled by the Council and hence by the future holding company. It would therefore have a share in a company which in its turn has a 96,94 % holding in the former, which would constitute a sort of underwriting of its own shares.

In view of all this, can the Commission answer the following questions:

1. Does the purpose stated in the statutes of the new company not infringe Articles 81 and 82 of the EC Treaty, Regulation (EEC) No 4064/89(1) and Regulation (EC) No 1310/97(2)?

2. Does the transfer of shares described above not infringe Community rules on company law, in particular Directive 77/91/EEC(3), in particular Article 18 thereof?

3. What is the Commission's opinion on the matter?

(1) OJ L 395, 30.12.1989, p. 1.

(2) OJ L 180, 9.7.1997, p. 1.

(3) OJ L 26, 31.1.1977, p. 1.

Answer given by Mr Monti on behalf of the Commission

(28 March 2003)

1. The Commission regrets that it does not have sufficient information to be able to answer the question concerning the compliance with the competition rules of the EC Treaty.

2. On the basis of the information provided it is not possible to express an opinion about the conformity of the measure with the Community Company Law, especially with Council Directive 77/91/EEC of 13 December 1976(1), and in particular Article 18 thereof.

3. See answers to question 1 and 2.

(1) Second Council Directive 77/91/EEC of 13 December 1976 on co-ordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 58 of the Treaty, in respect of the formation of public limited liability companies and the maintenance and alteration of their capital, with a view to making such safeguards equivalent.