Ftc v Microsoft
a case about the largest video game acquisition by transaction value in history.
Filippo Maria Passarini Ksawery Hejke
15/11/2023
04.ftc v whole foods
03.enforcers
01.introduction
02.the laws of antitrust
THE JOURNEY
07.FTC V MICROSOFT
05.MICROSOFT AND ACTIVISION
08.conclusions
06.CMA V MICROSOFT
09.sources
01
introduction
Setting the Stage: Navigating the Antitrust Terrain
01. introduction
antitrust law
Antitrust laws which are also referred to as competition laws, are statutes that were developed by the U.S. government to protect consumers from predatory business practices. They ensure that fair competition exists in an open-market economy. These laws have evolved along with the market, carefully guarding against possible monopolies and disruptions to the productive ebb and flow of competition.
02
the laws of antitrust
the 3 core antitrust acts
02. the laws of antitrust
The sherman act
The Sherman Act passed the Senate in 1890.It outlaws "every contract, combination, or conspiracy in restraint of trade," and any "monopolization, attempted monopolization, or conspiracy or combination to monopolize.”.
the penalities
Although most enforcement actions are civil, the Sherman Act is also a criminal law, and individuals and businesses that violate it may be prosecuted by the Department of Justice(DOJ-> criminal). Criminal prosecutions are typically limited to intentional and clear violations such as when competitors fix prices or rig bids.
02. the laws of antitrust
the ftc act
-It established the FTC as an independent agency with the mandate to regulate and enforce laws related to unfair methods of competition and deceptive practices in commerce.-The Supreme Court has said that all violations of the Sherman Act also violate the FTC Act. Although the FTC does not technically enforce the Sherman Act, it can bring cases under the FTC Act against the same kinds of activities that violate the Sherman Act. -Only the FTC brings cases under the FTC Act.
the clayton act
02. the laws of antitrust
It is a United States antitrust law that was enacted with the goal of strengthening the Sherman Act. After the enactment of the Sherman Act in 1890, regulators found that the act contained certain weaknesses that made it impossible to fully prevent anti-competitive business practices in the United States.
The Clayton Antitrust Act is meant to address the weaknesses in the Sherman Act by expanding the list of prohibited business practices. Some of the practices that the law focuses on include price fixing, exclusive dealings, price discrimination, and unfair business practices.
03
enforcers
the regulators of antitrust law
03. enforcers
the federal government
- Both the FTC and the U.S. Department of Justice (DOJ) Antitrust Division enforce the federal antitrust laws. In some respects, their authorities overlap, but in practice, the two agencies complement each other.
- Over the years, the agencies have developed expertise in particular industries or markets. For example, the FTC devotes most of its resources to certain segments of the economy, including those where consumer spending is high such as: health care, pharmaceuticals, professional services, food, energy, and certain high-tech industries like computer technology and Internet services.
- Before opening an investigation, the agencies consult with one another to avoid duplicating efforts.
03. enforcers
private parties
states
- Can bring suits to enforce the antitrust laws
- In fact, most antitrust suits are brought by businesses and individuals seeking damages for violations of the Sherman or Clayton Act.
- Private parties can also seek court orders preventing anticompetitive conduct (injunctive relief) or bring suits under state antitrust laws.
- Individuals and businesses cannot sue under the FTC Act.
State attorneys general can play an important role in antitrust enforcement for local businesses or consumers. They may bring federal antitrust suits on behalf of individuals residing within their states, or on behalf of the state as a purchaser. The state attorney general also may bring an action to enforce the state's own antitrust laws. In merger investigations, a state attorney general may cooperate with federal authorities.
issues of international jurisdiction
U.S. and foreign competition authorities may cooperate in investigating cross-border conduct that has an impact on U.S. consumers.
04
ftc v whole foods
04. ftc v whole foods
a specific case
The Federal Trade Commission (FTC) sought to block Whole Foods Market, Inc.'s acquisition of Wild Oats Markets, Inc., a $670 million deal. The FTC raised concerns about competition in 21 local markets where both companies were close rivals in premium national and organic supermarkets.
While a temporary restraining order (TRO) was granted, the district court denied the preliminary injunction, stating that the merger wouldn't substantially reduce competition under Section 7 of the Clayton Act. The FTC appealed, arguing the lower court applied an incorrect legal standard. The appellate court remanded the case for further evaluation. Ultimately, on March 6, 2009, a settlement was reached, requiring Whole Foods to sell the Wild Oats brand and 32 stores to address competition concerns.
05
MICROSOFT AND ACTIVISION
WHY DID THEY TAKE SO LONG TO MERGE?
the protagonistS
XBOX GAMES STUDIOS
ACTIVISION BLIZZARD
Gaming division and video game publisher of Microsoft, is a dominant player in computing software and publishing first-party titles. In March 2021, Microsoft closed on its acquisition of ZeniMax Media and Bethesda Softworks for an estimated $7.5 billion, making it one of the largest video game acquisitions by that time.
One of the foremost global video game publishers, boasting a robust financial performance with approximately $8.8 billion in revenue for the year 2021. The company comprises five distinct business units, namely Activision Publishing, Blizzard Entertainment, King, Major League Gaming, and Activision Blizzard Studios.
THEIR GOLDEN GOOSE?
05. MICROSOFT AND ACTIVISION
CALL OF DUTY
- Over 400 million copies sold
- Guinness World Records as the best-selling first-person shooter game series
- The most successful video game franchise created in the US
- The fourth best-selling video game franchise of all time
"By combining Xbox with Activision Blizzard’s skill, knowledge, and amazing legacy of games, we will bring the joy and community of gaming to even more players around the world."
Phil spencer
05. MICROSOFT AND ACTIVISION
Not so fast...
18/01/2022: Microsoft announced its intent to acquire Activision Blizzard for $68.7 billion. It would become the sibling of Xbox Games Studios and ZeniMax Media. Immediately approved by shareholders and then by several national anti-trust bodies. But the acquisition was not liked by both the FTC and the CMA, other than the first rival of Microsoft, Sony. Due to all these problems, the acquisition took a while before being approved and completed. In the next slides we will go more in depth.
cma v microsoft
06
THE UK NEEDS TO PARTiCIPATE
06. CMA V MICROSOFT
Saul explains: cma v microsoft
07
ftc v microsoft
now seriously
the ftc attacks
07. ftc v microsoft
The pertinent question emerges-why?
“I believe Microsoft intends to use Call of Duty to disadvantage PlayStation in terms of the availability or the manner in which the game is made available on PlayStation consoles and to drive PlayStation gamers to Xbox platforms, specifically Game Pass.”
The FTC started the lawsuit stating that Microsoft would use its Xbox gaming consoles, Xbox Game Pass, and Xbox Cloud Gaming to suppress competitors (mainly Sony and Nintendo).Following the concerns about Call of Duty and the huge power of Cloud Gaming, the FTC filed for an injunction preventing Microsoft from completing its acquisition of Activision Blizzard until the result of the FTC's legal challenge The key argument revolved around whether Microsoft would continue to make Call of Duty available on Sony's PlayStation if the Activision acquisition were to proceed. Judge Corley indicated that she found evidence suggesting that more consumers would have access to Call of Duty and other Activision games rather than fewer, supporting Microsoft's position.
Jim Ryan, ex SIE CEO
+ Info
06. METhODOLOGy
07. ftc v microsoft
DEFENDS
MICROSOFT
....About the case
...about call of duty
Microsoft President Brad Smith has called the FTC's lawsuit "a demonstrably weak case,". The FTC could have sued Microsoft in December in federal court but instead filed a case at the agency's in-house forum, where an administrative law judge has no power to issue a preliminary injunction. The fight was the second time that the FTC during the Biden administration sought to prevent a Big Tech firm from buying a content company, and the second time it lost in court. The first was Meta's purchase of virtual reality content maker Within Unlimited.
The judge, after 5 days of mini-trial, gave a point to Microsoft for the CoD topic. "Microsoft has committed in writing, in public, and in court to keep Call of Duty on PlayStation for 10 years on parity with Xbox,” Corley wrote. “It made an agreement with Nintendo to bring Call of Duty to Switch. And it entered several agreements to for the first time bring Activision’s content to several cloud gaming services.” Microsoft did not fail in demonstrating that with Activision they would still be weaker than Sony, that tried to support the FTC with the case.
08
CONCLUSIONS
yes, we are done
The FTC is considering bringing a major antitrust case against Amazon as well...
08. conclusions
microsoft wins, the ftc...?
Lost with Microsoft. Lost with Meta. The Microsoft/Activision Blizzard case centered on whether the merged firm would restrict Call of Duty from Sony PlayStation. The court dismissed the FTC's claim, citing overwhelming evidence of Microsoft's commitment to maintaining Call of Duty on PlayStation. Professor Robin Lee's economic analysis, a key FTC argument, was deemed unreliable due to unsupported assumptions and errors. The court found no credible evidence supporting the FTC's case, rejecting their evidence and legal arguments.
Read more?
In conclusion, we appreciate your time and attention today. Thank you for following along on this journey. If you have any questions or thoughts, feel free to reach out. Have a great day!
to the start
sources
most of what we said is here
Bibliographic references
To make it easier, we made a file with all the sources we used to make this presentation. Feel free to check!
Link
the ftc is at war
Although acquisitions are usually reviewed by the Department of Justice, the FTC has begun a push into regulating Big Tech, thanks to the new chairwoman Lina Khan. Scrutinizing companies like Meta, Amazon, and Google became frequent, even though the FTC has not secured major victories so far. Known Senators like Elizabeth Warren, Bernie Sanders, Sheldon Whitehouse, strongly against Big Tech monopolies, are the ones who urged Khan to investigate this acquisition, a danger to the videogames market.
Senator Bernie Sanders, 2021
PNOS
Premium National and Organic Supermarket
The case stands out due to its focus on the premium national and organic supermarket (PNOS) sub-market, where concerns about competition prompted the Federal Trade Commission (FTC) to intervene and seek to block Whole Foods' acquisition of Wild Oats. The FTC's attention to this specific sub-market reflects the agency's vigilance against potential monopolistic practices.
Saul explains
On July 18, 2023, the stage was set for the union of two gaming giants, Microsoft and Activision Blizzard. The gaming community awaited the culmination of this deal with bated breath.
However, the journey was far from straightforward. The UK’s Competition and Markets Authority, ever vigilant in preserving fair competition, raised concerns in April, aiming to block the merger.
Citing potential drawbacks such as reduced innovation and diminished choices for UK gamers in the evolving landscape of cloud gaming, the CMA pressed for a deadline extension to October 18 of the same year.
However, resilient negotiations and groundbreaking agreements, including Microsoft potentially selling cloud gaming rights to Ubisoft, paved the way.
Finally, after careful consideration, the CMA granted its approval on October 13, 2023, clearing the path for Microsoft to complete its acquisition of Activision Blizzard on the very same day.
FTC V META
The FTC challenged Meta's acquisition of Within, focusing on potential competition in the virtual reality (VR) dedicated fitness app market, where Within's Supernatural was a leader. The FTC argued that Meta, without its own VR fitness app, could be a future competitor. However, the court deemed this theory speculative, highlighting that Meta lacked essential capabilities for the VR fitness app market. The court found no evidence that Meta planned to enter the market independently, concluding it was not probable. As the FTC couldn't demonstrate a "reasonable probability" of Meta's entry, the court did not proceed to assess the potential procompetitive effects in the relevant market.
XBOX GAMES STUDIOS ROADMAP
FTC V BIG TECH
Should the FTC continue?
As said, the FTC is preparing a gigantic case against Amazon. They did struggle with Meta, and they completely blundered with Microsoft. In both case they seemed unprepared, and did not appear to be experts in the markets relevant to the lawsuit they were pursuing. Some questions asked about the videogames industry seemed ridiculous, and the judge itself had to interrupt the questioning few times. Will the FTC do the same with Amazon?Are they following a strategy?
- The FTC may use its losses in court to demonstrate the need for new antitrust legislation
- The FTC authorizes the complaints following a policy blindly against big-tech acquisitions regardless of the law or the strength of evidence
FTC v Microsoft
Filippo Maria Passarini
Created on November 9, 2023
Start designing with a free template
Discover more than 1500 professional designs like these:
View
Audio tutorial
View
Pechakucha Presentation
View
Desktop Workspace
View
Decades Presentation
View
Psychology Presentation
View
Medical Dna Presentation
View
Geometric Project Presentation
Explore all templates
Transcript
Ftc v Microsoft
a case about the largest video game acquisition by transaction value in history.
Filippo Maria Passarini Ksawery Hejke
15/11/2023
04.ftc v whole foods
03.enforcers
01.introduction
02.the laws of antitrust
THE JOURNEY
07.FTC V MICROSOFT
05.MICROSOFT AND ACTIVISION
08.conclusions
06.CMA V MICROSOFT
09.sources
01
introduction
Setting the Stage: Navigating the Antitrust Terrain
01. introduction
antitrust law
Antitrust laws which are also referred to as competition laws, are statutes that were developed by the U.S. government to protect consumers from predatory business practices. They ensure that fair competition exists in an open-market economy. These laws have evolved along with the market, carefully guarding against possible monopolies and disruptions to the productive ebb and flow of competition.
02
the laws of antitrust
the 3 core antitrust acts
02. the laws of antitrust
The sherman act
The Sherman Act passed the Senate in 1890.It outlaws "every contract, combination, or conspiracy in restraint of trade," and any "monopolization, attempted monopolization, or conspiracy or combination to monopolize.”.
the penalities
Although most enforcement actions are civil, the Sherman Act is also a criminal law, and individuals and businesses that violate it may be prosecuted by the Department of Justice(DOJ-> criminal). Criminal prosecutions are typically limited to intentional and clear violations such as when competitors fix prices or rig bids.
02. the laws of antitrust
the ftc act
-It established the FTC as an independent agency with the mandate to regulate and enforce laws related to unfair methods of competition and deceptive practices in commerce.-The Supreme Court has said that all violations of the Sherman Act also violate the FTC Act. Although the FTC does not technically enforce the Sherman Act, it can bring cases under the FTC Act against the same kinds of activities that violate the Sherman Act. -Only the FTC brings cases under the FTC Act.
the clayton act
02. the laws of antitrust
It is a United States antitrust law that was enacted with the goal of strengthening the Sherman Act. After the enactment of the Sherman Act in 1890, regulators found that the act contained certain weaknesses that made it impossible to fully prevent anti-competitive business practices in the United States.
The Clayton Antitrust Act is meant to address the weaknesses in the Sherman Act by expanding the list of prohibited business practices. Some of the practices that the law focuses on include price fixing, exclusive dealings, price discrimination, and unfair business practices.
03
enforcers
the regulators of antitrust law
03. enforcers
the federal government
03. enforcers
private parties
states
State attorneys general can play an important role in antitrust enforcement for local businesses or consumers. They may bring federal antitrust suits on behalf of individuals residing within their states, or on behalf of the state as a purchaser. The state attorney general also may bring an action to enforce the state's own antitrust laws. In merger investigations, a state attorney general may cooperate with federal authorities.
issues of international jurisdiction
U.S. and foreign competition authorities may cooperate in investigating cross-border conduct that has an impact on U.S. consumers.
04
ftc v whole foods
04. ftc v whole foods
a specific case
The Federal Trade Commission (FTC) sought to block Whole Foods Market, Inc.'s acquisition of Wild Oats Markets, Inc., a $670 million deal. The FTC raised concerns about competition in 21 local markets where both companies were close rivals in premium national and organic supermarkets.
While a temporary restraining order (TRO) was granted, the district court denied the preliminary injunction, stating that the merger wouldn't substantially reduce competition under Section 7 of the Clayton Act. The FTC appealed, arguing the lower court applied an incorrect legal standard. The appellate court remanded the case for further evaluation. Ultimately, on March 6, 2009, a settlement was reached, requiring Whole Foods to sell the Wild Oats brand and 32 stores to address competition concerns.
05
MICROSOFT AND ACTIVISION
WHY DID THEY TAKE SO LONG TO MERGE?
the protagonistS
XBOX GAMES STUDIOS
ACTIVISION BLIZZARD
Gaming division and video game publisher of Microsoft, is a dominant player in computing software and publishing first-party titles. In March 2021, Microsoft closed on its acquisition of ZeniMax Media and Bethesda Softworks for an estimated $7.5 billion, making it one of the largest video game acquisitions by that time.
One of the foremost global video game publishers, boasting a robust financial performance with approximately $8.8 billion in revenue for the year 2021. The company comprises five distinct business units, namely Activision Publishing, Blizzard Entertainment, King, Major League Gaming, and Activision Blizzard Studios.
THEIR GOLDEN GOOSE?
05. MICROSOFT AND ACTIVISION
CALL OF DUTY
"By combining Xbox with Activision Blizzard’s skill, knowledge, and amazing legacy of games, we will bring the joy and community of gaming to even more players around the world."
Phil spencer
05. MICROSOFT AND ACTIVISION
Not so fast...
18/01/2022: Microsoft announced its intent to acquire Activision Blizzard for $68.7 billion. It would become the sibling of Xbox Games Studios and ZeniMax Media. Immediately approved by shareholders and then by several national anti-trust bodies. But the acquisition was not liked by both the FTC and the CMA, other than the first rival of Microsoft, Sony. Due to all these problems, the acquisition took a while before being approved and completed. In the next slides we will go more in depth.
cma v microsoft
06
THE UK NEEDS TO PARTiCIPATE
06. CMA V MICROSOFT
Saul explains: cma v microsoft
07
ftc v microsoft
now seriously
the ftc attacks
07. ftc v microsoft
The pertinent question emerges-why?
“I believe Microsoft intends to use Call of Duty to disadvantage PlayStation in terms of the availability or the manner in which the game is made available on PlayStation consoles and to drive PlayStation gamers to Xbox platforms, specifically Game Pass.”
The FTC started the lawsuit stating that Microsoft would use its Xbox gaming consoles, Xbox Game Pass, and Xbox Cloud Gaming to suppress competitors (mainly Sony and Nintendo).Following the concerns about Call of Duty and the huge power of Cloud Gaming, the FTC filed for an injunction preventing Microsoft from completing its acquisition of Activision Blizzard until the result of the FTC's legal challenge The key argument revolved around whether Microsoft would continue to make Call of Duty available on Sony's PlayStation if the Activision acquisition were to proceed. Judge Corley indicated that she found evidence suggesting that more consumers would have access to Call of Duty and other Activision games rather than fewer, supporting Microsoft's position.
Jim Ryan, ex SIE CEO
+ Info
06. METhODOLOGy
07. ftc v microsoft
DEFENDS
MICROSOFT
....About the case
...about call of duty
Microsoft President Brad Smith has called the FTC's lawsuit "a demonstrably weak case,". The FTC could have sued Microsoft in December in federal court but instead filed a case at the agency's in-house forum, where an administrative law judge has no power to issue a preliminary injunction. The fight was the second time that the FTC during the Biden administration sought to prevent a Big Tech firm from buying a content company, and the second time it lost in court. The first was Meta's purchase of virtual reality content maker Within Unlimited.
The judge, after 5 days of mini-trial, gave a point to Microsoft for the CoD topic. "Microsoft has committed in writing, in public, and in court to keep Call of Duty on PlayStation for 10 years on parity with Xbox,” Corley wrote. “It made an agreement with Nintendo to bring Call of Duty to Switch. And it entered several agreements to for the first time bring Activision’s content to several cloud gaming services.” Microsoft did not fail in demonstrating that with Activision they would still be weaker than Sony, that tried to support the FTC with the case.
08
CONCLUSIONS
yes, we are done
The FTC is considering bringing a major antitrust case against Amazon as well...
08. conclusions
microsoft wins, the ftc...?
Lost with Microsoft. Lost with Meta. The Microsoft/Activision Blizzard case centered on whether the merged firm would restrict Call of Duty from Sony PlayStation. The court dismissed the FTC's claim, citing overwhelming evidence of Microsoft's commitment to maintaining Call of Duty on PlayStation. Professor Robin Lee's economic analysis, a key FTC argument, was deemed unreliable due to unsupported assumptions and errors. The court found no credible evidence supporting the FTC's case, rejecting their evidence and legal arguments.
Read more?
In conclusion, we appreciate your time and attention today. Thank you for following along on this journey. If you have any questions or thoughts, feel free to reach out. Have a great day!
to the start
sources
most of what we said is here
Bibliographic references
To make it easier, we made a file with all the sources we used to make this presentation. Feel free to check!
Link
the ftc is at war
Although acquisitions are usually reviewed by the Department of Justice, the FTC has begun a push into regulating Big Tech, thanks to the new chairwoman Lina Khan. Scrutinizing companies like Meta, Amazon, and Google became frequent, even though the FTC has not secured major victories so far. Known Senators like Elizabeth Warren, Bernie Sanders, Sheldon Whitehouse, strongly against Big Tech monopolies, are the ones who urged Khan to investigate this acquisition, a danger to the videogames market.
Senator Bernie Sanders, 2021
PNOS
Premium National and Organic Supermarket
The case stands out due to its focus on the premium national and organic supermarket (PNOS) sub-market, where concerns about competition prompted the Federal Trade Commission (FTC) to intervene and seek to block Whole Foods' acquisition of Wild Oats. The FTC's attention to this specific sub-market reflects the agency's vigilance against potential monopolistic practices.
Saul explains
On July 18, 2023, the stage was set for the union of two gaming giants, Microsoft and Activision Blizzard. The gaming community awaited the culmination of this deal with bated breath. However, the journey was far from straightforward. The UK’s Competition and Markets Authority, ever vigilant in preserving fair competition, raised concerns in April, aiming to block the merger. Citing potential drawbacks such as reduced innovation and diminished choices for UK gamers in the evolving landscape of cloud gaming, the CMA pressed for a deadline extension to October 18 of the same year. However, resilient negotiations and groundbreaking agreements, including Microsoft potentially selling cloud gaming rights to Ubisoft, paved the way. Finally, after careful consideration, the CMA granted its approval on October 13, 2023, clearing the path for Microsoft to complete its acquisition of Activision Blizzard on the very same day.
FTC V META
The FTC challenged Meta's acquisition of Within, focusing on potential competition in the virtual reality (VR) dedicated fitness app market, where Within's Supernatural was a leader. The FTC argued that Meta, without its own VR fitness app, could be a future competitor. However, the court deemed this theory speculative, highlighting that Meta lacked essential capabilities for the VR fitness app market. The court found no evidence that Meta planned to enter the market independently, concluding it was not probable. As the FTC couldn't demonstrate a "reasonable probability" of Meta's entry, the court did not proceed to assess the potential procompetitive effects in the relevant market.
XBOX GAMES STUDIOS ROADMAP
FTC V BIG TECH
Should the FTC continue?
As said, the FTC is preparing a gigantic case against Amazon. They did struggle with Meta, and they completely blundered with Microsoft. In both case they seemed unprepared, and did not appear to be experts in the markets relevant to the lawsuit they were pursuing. Some questions asked about the videogames industry seemed ridiculous, and the judge itself had to interrupt the questioning few times. Will the FTC do the same with Amazon?Are they following a strategy?