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EU snuffles but might ignore Vole’s EU deal

by on19 April 2024

It's not an acquisition

EU watchdogs might be prepared to let the software King of the World, Microsoft, get away with its €12.15 billion investment in OpenAI.

European Commission bodies keep their cards close to their chest regarding antitrust actions. Still, word on the street, courtesy of Reuters, is that Microsoft's hefty €12.15 billion investment in OpenAI might not set off any EU antitrust alarms. It seems it's not likely to be pegged as an "acquisition" in the legal sense over there.

Thanks to its cash injection into the generative AI LLM provider, Vole could avoid the more stringent investigation procedures and potential regulatory hurdles.

A spokesperson from the European Commission mentioned that for a deal to be "notifiable" to the EC as a merger, it needs to signal a lasting change in the reins of the company in question.

The spokesperson didn't dismiss the possibility of a more thorough and strict regulatory response and mentioned that the probe into the Microsoft-OpenAI deal is still on the go.

While this transaction hasn't been officially flagged up, the Commission has been keeping a beady eye on the control situation over OpenAI even before the recent kerfuffle involving its management, including Microsoft's spot on the OpenAI board and the investment agreements between Microsoft and OpenAI, the spokesperson said.

However, the EC hasn't decided whether the ties between the two firms amount to a "change of control" following Microsoft's investments.

Antitrust watchdogs in the UK and the US are still snuffling around, giving the nod to the deal. The UK's Competition and Markets Authority and the US Department of Justice and FTC are rumoured to be pondering their next moves regarding formal reviews and investigations.

Under EU rules, a "concentration," which would get the antitrust magnifying glass, happens when one company's control changes hands. According to the Consolidated Jurisdictional Notice, this can occur by snagging "sole control" of a company, meaning the controlling party can call the shots over the other.

However, sole control can also be based purely on legal or actual grounds, reflecting the complex web of board, shareholder, and voting rights setups available to companies operating in the EU. For instance, having the lion's share of voting rights could mean effective sole control. At the same time, a minority shareholder likely to win majorities at shareholder meetings could be seen as having absolute power.

UK and EU regulators had warned Microsoft in January that its investments in OpenAI might be scrutinised despite the firm's insistence that its board position is non-voting and, thus, it doesn't really "own" OpenAI.

Microsoft's Volish lips are sealed on the matter.


Last modified on 19 April 2024
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