## Facts

- The European Commission investigated alleged coordinated price increases in the Community dyestuffs sector after receiving complaints from user trade associations.
- The investigation focused on repeated, near-simultaneous and largely uniform price increases by major producers in several Member States between 1964 and 1967, including three principal “waves” of increases.
- Imperial Chemical Industries Ltd. (ICI), a United Kingdom company, produced dyestuffs and operated in the Common Market through subsidiaries and representatives established in Member States.
- The Commission treated the pricing conduct of ICI’s Community subsidiaries as attributable to ICI on the basis that the parent exercised decisive influence over subsidiary pricing policy.
- In July 1969, the Commission adopted a decision finding that ICI and other producers had engaged in a concerted practice contrary to Article 85(1) EEC (now Article 101 TFEU) and imposed fines.
- ICI sought annulment, arguing lack of jurisdiction over a non-Member-State parent, absence of a “concerted practice,” and multiple procedural defects (including delegation, notice and hearing, notification, reasoning, and time-related objections).

## Issues

1. Whether Article 85 EEC could be applied to a parent company established outside the Community based on conduct carried out through subsidiaries within the Common Market under the parent’s decisive influence.
2. Whether repeated parallel and near-simultaneous price increases, without proof of a formal agreement, could constitute a prohibited “concerted practice” under Article 85(1) EEC.
3. Whether alleged procedural and reasoning defects in the Commission’s administrative process required annulment of the infringement decision or fines.

## Decision

- The Court dismissed the annulment action and upheld the Commission’s decision and fine.
- The Court held the Commission had jurisdiction because the relevant conduct occurred in the Community through subsidiaries whose market behavior did not reflect independent decision-making but followed the parent’s directions.
- The Court affirmed the finding of a concerted practice, accepting that coordination could be inferred from repeated uniform price increases in circumstances not plausibly explained by independent market behavior.
- The Court rejected the asserted procedural and administrative-law objections, finding no infringement of essential procedural requirements that would vitiate the decision.

## Legal Principles

- A “concerted practice” is coordination between undertakings that, without reaching the stage of a formal agreement, knowingly substitutes practical cooperation for the risks of competition.
- Article 85(1) is breached where competitors engage in direct or indirect contact that influences their market conduct and undermines the requirement that each undertaking determine its policy independently.
- Parallel pricing can support an inference of unlawful coordination when the pattern (frequency, timing, and uniformity) and market context make independent action an implausible explanation.
- For jurisdiction and liability, a parent company may be held responsible for the conduct of EU-established subsidiaries where the parent exercises decisive influence and the subsidiaries do not determine their conduct independently.
- Internal delegation to sign a statement of objections may be treated as administrative organization compatible with procedural rules, provided rights of defense are preserved.
- Procedural irregularities in notice, hearing documentation, or notification do not annul a competition decision absent material impairment of rights of defense or effective judicial protection.
- The duty to state reasons is satisfied if the decision explains the basis of the finding and permits meaningful judicial review.

## Conclusion

The Court confirmed that coordinated pricing behavior may be found as a concerted practice based on a sustained pattern of uniform increases and supporting context, upheld attribution of subsidiary conduct to a controlling non-Community parent, and sustained the Commission’s decision where the administrative process adequately protected the undertakings’ rights of defense and provided sufficient reasons.


Imperial Chem. Indus. Ltd. v. Comm’n, Case 48/69, 1972 E.C.R. 619 (C.J. July 14, 1972)