Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,   BELGIË  
 
Tel: +32 229 -91111. Fax: +32 229 -64301. E -mail: COMP -MERGER -REGISTRY@ec.europa.eu .  EUROPEAN COMMISSION  
 
Brussels, 6.12.2016  
C(2016 ) 8404 final  
 
 
 
To the Notifying party:  
 
Dear Sir/Madam,  
Subject : Case M.8124  – Microsoft  / LinkedIn  
Commission decision pursuant to Article 6(1)(b) in conjunction  with 
Article 6(2) of Council Regulation No 139/20041 and Article 57 of the 
Agreement on the European Economic Area2 
(1) On 14 October 2016, the Commission received notification of a proposed 
concentration pursuant to Article 4 of Council Regulation (EC) No 13 9/2004 
(the "Merger Regulation ") by which the undertaking Microsoft Corporation 
(“Microsoft”  or the "Notifying Party" , USA) acquires within the meaning of 
Article 3(1)(b) of the Merger Regulation control of the whole of the undertaking 
LinkedIn Corporation  ("LinkedIn ", USA) by way of purchase of shares .3 
Microsoft and LinkedIn  together are designated hereinafter as the "Parties ". 
1 THE  PARTIES  AND  THE  CONCENTRATION  
(2) Microsoft  is a global technology company , whose  product offering includes 
operating systems ("OSs") for personal computers ("PCs"), servers  and mobile 
devices, related services, cross -device productivity applications  and other 
                                                 
1  OJ L 24, 29.1.2004 , p. 1. With effect from 1 December 2009, the Treaty on the Functioning of the 
European Union ( 'TFEU ') has introduced certain changes, such as the replacement of 'Community ' 
by 'Union ' and 'common market ' by 'internal market '. The terminology of the TFEU will be used 
throughout this Decision.  
2  OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement').  
3  Publication in the Official Journal of the European Union No C 388, 21.10.2016 , p. 4. 
In the published version of this decision, some 
information has been omitted pursuant to Article 
17(2) of Council Regulation (EC) No 139/2004  
concerning non -disclosure of business secrets and 
other confidential information. The omissions are 
shown thus […] . Where possible the information 
omitted has been replaced by ranges of figures or a 
general description.  PUBLIC VERSION  
2 software solutions , hardware devices, cloud -based solutions, online  advertising  
(primarily  with its web  search engine, Bing).  
(3) LinkedIn  operates  a professional social network ("PSN") and generates 
revenues through  the following product lines : (i) "Talent Solutions " (63% of its 
revenue), which include recruiting tools and online education courses; (ii) 
"Marke ting Solutions " (19% of its revenue), which allow individuals and 
enterprises to advertise to LinkedIn 's PSN member s; and (iii) "Premium 
Subscriptions " for both consumer and businesses  (18% of its revenue).   
(4) On 11 June 2016, Microsoft and LinkedIn signed an Agreement Plan of Merger, 
by which Microsoft will acquire all the shares of LinkedIn (the "Transaction"). 
As a result of t he Transaction , Microsoft  will acqui re sole control o ver 
LinkedIn . 
(5) The Transaction t herefore constitutes  a concentration within the meaning of  
Article 3(1)(b) of the Merger Regulation.  
2 EU DIMENSION  
(6) The undertakings concerned have a combined aggregate world -wide turnover of 
more than EUR 5 000 m illion  (Microsoft : EUR 78 223  million; Linked In: EUR 
2 697 million).4 Each of them  has a n EU-wide turnover in excess of EUR 250 
million  (Microsoft : EUR […] million; LinkedIn : EUR […] million) , but each 
does not achieve more than two -thirds of its aggregate EU-wide turnover within 
one and the same Member State.  
(7) The Transaction therefore has an EU dimension within the meaning of Article 
1(2) of the Merger Regulation.  
3 RELEVANT  MARKETS   
3.1 PC OSs 
(8) OSs are system software products that control the basic functions of c omputing 
devices5 such as servers, PCs, tablets and mobile devices and enable the user to 
use the device and run application software on it.  
(9) Microsoft develops and offers OSs for different devices, including PCs, tablets, 
and mobile devices, under the “Wi ndows” name.6 Microsoft ’s latest version of 
its PC OS, Windows 10, was launched in July 2015.  Microsoft’s latest version 
of its mobile  OS, Windows 10 Mobile,  was released in November 2015 .7 
(10) LinkedIn does not offer any OS.  
                                                 
4  Turnover ca lculated in accordance with Article 5(1) of the Merger Regulation and the Commission 
Consolidated Jurisdictional Notice , OJ C95, 16.4.2008, p. 1.  
5  Case C -3/37.792 – Microsoft , Commission decision of 24 March 2004, recital 37.  
6  In addition, Microsoft al so develops and offers: an OS that runs its line of gaming consoles (Xbox); an 
OS called Windows IoT for use in embedded systems (for instance, in automotive applications, cash 
registers, ATMs or self -checkout machines); and an OS for servers called Window s Server. These 
OSs, which are not for PCs, are not further discussed in this Decision.  
7  Windows 10 Mobile  shares user interface elements and  apps with Windows 10 for PCs, but retains 
distinct OS release . 
3 3.1.1 Product market definition  
3.1.1.1  Notifyin g Party's view  
(11) The Notifying Party states that the market definition of OSs can be left open. 
However, in relation to a possible distinction between mobile OSs and PC OSs, 
the Notifying Party stresses that OS providers for PCs are constrained by OS 
provide rs for mobile devices. This is a consequence of the diminishing 
popularity of PCs in comparison to mobile devices and smartphones. Moreover, 
this effect is strengthened by the fact that Google offers the mobile OS Android 
free of charge.  
3.1.1.2  Commission's assessment  
(12) In Microsoft , the Commission found  that OSs for client PCs and OSs for other 
client appliances (such as  PDAs and smart mobile devices) were not part of the 
same product market, given the lack  of demand -side substitutability.8 
(13) In Google/Motorola Mobility , based on the responses of the market 
investigation,  the Commission took the view  that OSs for PCs and OSs for smart 
mobile devices  belong to separate product  markets , given that both use d 
different hardware and had  different performance capacitie s. However, the 
Commission ultimately left the exact scope of the product market definition 
open in that case.9 
(14) The Commission adopted a similar approach in  Microsoft/Nokia , where it found 
no indication that the relevant product  market for OSs for mobile d evices should 
be broadened to include PC OSs.10  
(15) For the purpose of this Decision , the Commission retains its previous product 
market definition and will carry out its competitive assessment on a conservative 
basis on the product market of OS for PCs.  
3.1.2 Geogr aphic market definition  
3.1.2.1  Notifying Party's view  
(16) On the basis of previous Commission decisions, the Notifying Party states that 
the scope of the market for OSs is at least EEA -wide, but could also be world -
wide.  
3.1.2.2  Commission's assessment  
(17) In Microsoft , the Comm ission found that the relevant geographic market for 
client PC OSs was worldwide in scope.11 In Google/Motorola Mobility  and 
Microsoft/Nokia , which concerned mobile OS,  the Commission found that the  
relevant geographic market was at least  EEA -wide, or even worldwide, in scope, 
but ultimately left the question open.12 
(18) For the purpose of this Decision , the Commission considers that the relevant 
geographic market for OSs for PCs is EEA -wide, in line with a more 
                                                 
8  Case C -3/37.792 – Microsoft , Commission decision of 24 March 2004, recital 324 -330. 
9  Case M.6381 – Google/Motorola Mobility , Commission decision of 13 February 2012, paragraphs  26-
30. 
10  Case M.7047 – Microsoft/Nokia , Commission decision of  4 December 2013, paragraph 27.  
11  Case C -3/37.792 – Microsoft , Commission decision of 24 March 2004, recital 427.  
12  Case M.6381 – Google/Motorola Mobility , Commission decision of 13 February 2012, paragraphs  33-
35; Case M.7047 – Microsoft/Nokia , Commission decision of  4 December 2013, paragraphs 74 -77. 
4 conservative approach, and will carry out its competitive assessment on that 
basis.  
3.2 Productivity software  
(19) Productivity software consists of applications that enable  users to create 
documents, databases, graphs,  worksheets and presentations or other data 
structures used to exchange information. Product ivity software includes 
applications such as word processing and  spreadsheet applications. Productivity 
software can be used either on -premises on the  user’s own hardware or in the 
cloud, hosted by a third -party vendor.  
(20) Microsoft is active in the provision  of productivity software for PCs and mobile 
devices, including by offering the productivity and collaboration suite Office 
(through perpetual licenses for on -premises use) and its cloud -based version 
Office 365 (through subscriptions). The Office and Offi ce 365 suites include a 
number of productivity software solutions, the core of which are: (i)  Word 
(word processing); (ii)  Excel (spreadsheets); (iii)  PowerPoint (presentations); 
and (iv)  Outlook (emails, tasks, contacts and calendar).13 In the remainder of  this 
Decision, unless indicated otherwise, the term "Office" will be used to refer to 
the Microsoft productivity suites consisting of these four core products 
(including both on -premises and cloud versions).14 
(21) LinkedIn does not offer productivity software.   
3.2.1 Product market definition  
3.2.1.1  Notifying Party's view  
(22) The Notifying Party submits that the exact product market definition with 
regards to productivity software should be left open. The Notifying Party recalls 
that in previous decisions the Commission identif ied a market for productivity 
software, of which personal productivity applications were a segment. 
Moreover, the Notifying Party states that even though mobile productivity apps 
have previously been recognized as a separate market compared to productivity  
applications for desktops and laptops, these markets are converging because of 
the shift in usage from mobile devices to PC. The Notifying Party argues that in 
any event the precise product market definition can be left open.  
                                                 
13  The data provided by the Notifying Party indicate that Word,  Excel,  PowerPoint and  Outlook are 
present in all or most versions of the Microsoft Office and Office 365 suites and, at the same time, they 
are the most widely used products by the customers of s uch suites (Notifying Party's submission of 2 
December 2016 at 11:58). In addition, other Office -branded p roductivity softwa re solutions  include  
Access (database management), OneNote (multi -user collaboration), Publisher (publishing) , Project 
(projects, po rtfolio and resource management), Visio (diagramming) and Sway (interactive content / 
storytelling) .  However, the data provided by the Notifying Party indicate that these other Office -
branded  productivity softwa re products are either not included in all o r most Office suites (for 
example, Access is only included in some Office versions targeted at businesses, and Project is not 
part of the Office suites but purchased on a standalone basis), or they account for a much more limited 
usage of the Office suite compared to Word, Excel,  PowerPoint and  Outlook (such as OneNote and 
Access).  
14  Microsoft also offers  Outlook.com (previously called Hotmail) , which is a web -based suite of email, 
contacts, tasks, and calendaring services. Outlook.co m is available free of  charge on the web.  
Outloo k.com is not part of the Microsoft productivity software s uite and is not further discussed in this 
Decision.  
5 3.2.1.2  Commission's assessment  
(23) In Oracle/Peoplesoft , the Commission found that business application software 
comprises software programs that address some aspect of planning, execution or 
collaboration in a business, government or other organisation. The Commission 
noted that this software w as distinguished from consumer software.15 The 
Commission found that, within business application software, a distinction could 
be drawn between personal productivity applications (word processing, 
spreadsheets and client -side collaborative applications), a s opposed to enterprise 
application software (“EAS”). However, the Commission did not further discuss 
personal productivity applications in that decision.16 
(24) More recently, in Microsoft/Nokia , the Commission considered that mobile 
productivity applications c onstituted a separate market from other types of 
application s for smartphone devices and from productivity app lications  for 
desktops and laptops , i.e. PCs .17 In Microsoft/Nokia , the Commission also 
considered that mobile productivity applications for corpor ate users may 
constitute a separate product market, but ultimately left the question open. The 
Commission also left open the question whether mobile productivity 
applications could be segmented by OS or functionality.18 
(25) For the purpose of this Decision , the Commission retains its previous product 
market definition of productivity software for PCs, without it being necessary to 
consider whether the market could be further segmented depending on the type 
of productivity software, given that the remedies addres s the competition 
concerns identified by the Commission even on some of these narrower markets.   
3.2.2 Geographic market definition  
3.2.2.1  Notifying Party's view  
(26) The Notifying Party does not take a  view on the geographic market definition 
for productivity software.  
3.2.2.2  Commission's assessment  
(27) In previous decisions, the Commission found that the  market for mobile 
productivity applications was at least EEA -wide, if not worldwide, in scope, but 
ultimately left the precise geographic market definition open.19 
(28) For the purpose of this Decision , the Commission considers the geographic 
market for productivity software for PCs as EEA -wide, in line with a more 
conservative approach, and will carry out its competitive assessment on that 
basis.  
3.3 Customer relationship ma nagement ("CRM") software solutions  
(29) CRM software solutions help companies  of various industry sectors  manage 
their customer interactions  by organising, automating and synchronising data 
from various sources, such as sales, marketing, customer database, cus tomer 
service and technical functions.  CRM  software solutions collate sets of data and 
display  them in a user friendly manner. This enables  companies, in particular  the 
                                                 
15  Case M.3216 – Oracle/Peoplesoft , Commission decision of 26 October 2004, recital 15.  
16  Case M.3216 – Oracle/Peoples oft, Commission decision of 26 October 2004, recital 15.  
17  Case M.7047 – Microsoft/Nokia , Commission decision of  4 December 2013, paragraphs 46 -55. 
18  Case M.7047 – Microsoft/Nokia , Commission decision of  4 December 2013, paragraph -56. 
19  Case M.7047 – Microsoft/Nokia , Commission decision of  4 December 2013, paragraphs 80 -81. 
6 sales department, to improve customer relationships,  to better manage accounts,  
to enha nce sales effectiveness,  to optimise data quality, and to mitigate 
regulatory compliance risks.   
(30) CRM software solutions can offer different functionalities, such as (i) Customer 
Sales and Support ("CSS"); (ii)  Sales  (including sales force automation ("SFA" ) 
and sales force enablement ("SFE")) , (iii) Marketing; an d (iv) Digital Commerce  
("DC").20 Most CRM software solutions offer several functionalities and can be 
on-premises or cloud -based.  
(31) Microsoft is active in the provision of CRM software solutions, wher e it offers 
its CRM software solution “Microsoft Dynamics”. LinkedIn is not active in this 
market.  
3.3.1 Product market definition  
3.3.1.1  Notifying Party's view  
(32) On the basis of previous Commission decisions, the Notifying Party argues that  
CRM software  solutions  form a  distinct product market. Moreover, the 
Notifying Party states that this market should not be  further  subdivided on the 
basis of the functionality of the software, the industry sector or the mode of 
deployment.    
(33) As regards a possible segmentation of CRM software solutions on the basis of 
functionality, in categories such as customer sales and support, sales, marketing 
and digital commerce, the Notifying Party states that CRM customers generally 
view different CRM software solutions as valid substitutes fo r one another. 
While industry reports segment CRM software solutions on the basis of 
functionality, most CRM software solutions have capabilities in all of these 
categories and therefore it is not appropriate to distinguish further segments on 
the basis of  those functionalities.  
(34) Furthermore, the Notifying Party submits that no distinction on the basis of 
industry sector should be made. Whereas certain CRM providers only serve one 
particular industry, customers of those industries are still able to choose g eneral 
purpose CRM software solutions. Due to this demand -side substitutability, the 
Notifying Party claims that the market should not be subdivided any further.  
(35) Lastly, the Notifying Party states that it is not difficult for a provider of on -
premises soft ware to adapt its product to cloud -based software, which indicates 
                                                 
20  These functionalities are the most rele vant ones identified under the industry classification of the 
analyst  Gartner .  
In the market investigation , Salesforce also explained that  another segmentation may  be relevant from 
the functionality view -point, that is to say between (i) Business -to-Business ("B2B") and (ii) Business -
to-Consumer ("B2C") . According to Salesforce, the functionality of the processes and the software 
between the se two segments are different and provides the following examples " small contact 
database for B2B vs large contact da tabase for B2C; longer sales time for B2B vs shorter sales time 
for B2C; fewer leads for B2B vs more leads for B2C; higher level of data de tail required in B2B vs 
lower level of data detail required in B2C; etc. " (Salesforce 's response to questionnaire to CRM 
Competitors Q5 of 14 October 2016, question 3). Indications of the relevance of this segmentation for 
the competitive assessment of the  Transaction have been provided also in the responses of other CRM 
competitors, in particular with respect to the input needed for certain advanced functionalities, such as 
those based on machine learning (in this regard see footnote 230), see Zoho's and E -Deal's responses 
to questionnaire to CRM Competitors Q5 of 14 October 2016 . Therefore, while not assessing further 
whether a market segmentation between B2B and B2C is warranted on the basis of demand and supply 
side considerations, in its competitive assessment of the Transaction the Commission will take into 
consideration also  this segmentation.   
7 a high degree of supply substitutability. As a result, the Notifying Party argues 
that no distinction between the modes of deployment of CRM software solutions 
should be made.  
3.3.1.2  Commission's assessment  
(36) The Commission previously considered the market for the provision of CRM 
software solutions in Oracle/Siebel , where it identified CRM as a distinct 
product market within the overall category of enterprise application software 
(“EAS”).21 In that c ase, the Commission found that CRM  software solutions are 
a separate product market as opposed to other software categories (or “pillars”)  
within EAS. The Commission left open the question whether the market for 
CRM software solutions could be further segm ented on the basis of (i) 
functionality of the software, such as sales force automation or marketing 
automation; (ii) industry sector in which the customer is active; (iii) mode of 
deployment, that is to say installation on the premises or host -based deplo yment 
("SaaS"); or (iv) customisation, i.e. custom -built solutions as opposed to 
standardised software.22 
(37) The Commission considered CRM software solutions as a relevant product 
market, without further segmentations, also in more recent cases .23 
(38) In IMS/Cegedim Business , the Commission found that the market investigation 
did not give clear indications as to whether a separate CRM software solutions 
market should have been identified for the relevant industry in that case, that is 
to say the pharmaceut ical sector, but ultimately left open the question whether 
the market should be further segmented by industry, functionality, mode of 
deployment or customisation.24 
(39) With respect to a possible distinction of CRM software solutions on the basis of  
functionali ty, most CRM providers responding to the market investigation 
indicated that they provide most or all of the relevant functionalities identified 
by the Gartner reports.25 Those respondents also indicated that they offer those 
functionalities to customers ei ther separately, via different licences or 
subscriptions, or bundled together under the same licence or subscription.26 
Certain CRM customers indicated that they use more than one CRM 
functionality.27 The majority of those CRM customers indicated that they 
purchase these functionalities bundled together under a same licence or 
subscription. However, some CRM customers indicated that they purchase the 
CRM functionalities based on separate licences.28 The market investigation 
yielded mixed results as to whether CRM customers purchase different CRM 
functionalities from different CRM providers: some CRM customers indicated 
                                                 
21  Case M.3978 – Oracle/Siebel , Commission decision of 22 December 2005, paragraphs 11 -16.   
22  Case M.3978 – Oracle/Siebel , Commission decision of 22 December 2005, paragraph 16.  
23  Case M.4944 – SAP/Business Objects , Commission dec ision of 27 November 2007, paragraph 7; Case 
M.4987 – IBM/Cognos , Commission decision of 4 January 2008, paragraphs  7-9; Case M.5904 – 
SAP/Sybase , Commission decision of 20 July 2010, paragraph  21; Case M.7334 – Oracle/Micros , 
Commission decision of  29 Au gust 2014, paragraph  9. 
24  Case M.7337 – IMS Health/Cegedim Business , Commission decision of 19 December 2014,  
paragraphs 91 -92. 
25  Responses to questionnaire to CR M Competitors Q5 of 14 October 2016, question 3.  
26  Responses to questionnaire to CR M Competitors Q5 of 14 October 2016, question 4.  
27  Responses to questionnaire to CR M Customers Q7 of 14 October 2016, question 3.  
28  Responses to questionnaire to CR M Customers Q7 of 14 October 2016, question 4.  
8 that they source CRM functionalities from the same provider, whereas others 
source different functionalities from separate providers.29 
(40) From a demand -side perspective, all CRM providers were of the opinion that 
customers view the different functionalities of CRM software solutions as 
complements to each other, rather than substitutes.30 One CRM provider 
explained that “ [a] CRM product supporting s pecific CRM functionalities by 
definition cannot be substituted with another product that does not support these 
functionalities. Thus, a customer wishing fully to automate the CRM function 
would need to acquire complementary functionality, if that functio nality is not 
included within the scope of an existing implemented solution .” Most CRM 
customers confirmed that they view the different functionalities of a CRM 
software solution as complements for their different needs, rather than as 
substitutes to each other.31 
(41) From a supply -side perspective, when asked to comment on whether they would 
be able to start providing a different CRM functionality in the short term and 
without incurring significant investments, CRM providers’ responses were 
mixed.32 One responde nt, Salesforce, commented that given the developments 
of the market and the requirements of customers, CRM providers are not able to 
start providing other functionalities in the short term and without incurring 
significant investments. This respo ndent expl ained that, since the core 
technology of a CRM software solution is well -established, introducing a 
minimum viable product or minimum saleable product is not an easy task and 
requires significant material investment. The same respondent added that 
usually a new functionality is developed by one CRM provider (often through 
the acquisition of a start -up), which then enjoys a first mover advantage .  
(42) As regards a possible distinction depending on the type of service , namely cloud 
or on -premises, the market inve stigation indicated that most CRM providers 
offer either on -premises or cloud -based solutions, but not both.33 Most CRM 
providers also responded that they provide these solutions by means of different 
licences and subscriptions, rather than under the same a rrangement.34 CRM 
customers responding to the market investigation indicated that they use both 
types of services.35 These services are usually purchased separately through 
different licences.36 CRM customers also indicated that, when they use both an 
on-prem ises and a cloud -based CRM, they usually purchase them from different 
providers.37  
(43) From a demand -side perspective, most CRM providers responding to the market 
investigation indicated that in their view CRM customers view on -premise and 
cloud -based CRM soft ware solutions as substitutes rather than complements. 
One CRM provider indicated that f or the same CRM functionality customers 
typically choose either a cloud -based solution or an on -premise s solution, but 
                                                 
29  Responses to questionnaire to CR M Customer s Q7 of 14 October 2016, question 5.  
30  Responses to questionnaire to CR M Competitors Q5 of 14 October 2016, question 6.  
31  Responses to questionnaire to CR M Customers Q7 of 14 October 2016, question 6.  
32  Responses to questionnaire to CR M Competitors Q5 o f 14 October 2016, question 5.  
33  Responses to questionnaire to CR M Competitors Q5 of 14 October 2016, question 7.  
34  Responses to questionnaire to CR M Competitors Q5 of 14 October 2016, question 8.  
35  Responses to questionnaire to CR M Customers Q7 of 14 O ctober 2016, question 7.  
36  Responses to questionnaire to CR M Customers Q7 of 14 October 2016, question 8.  
37  Responses to questionnaire to CR M Customers Q7 of 14 October 2016, question 9.  
9 not both . Another respondent indicated that the m arket for CRM software 
solutions is shifting towards cloud -based solutions, whereas on -premises 
services are usually still provided to legacy customers or customers that need an 
on-premises solution for regulatory purposes.38  CRM customers responding to 
the market investigation mostly confirmed that they consider cloud and on -
premises CRM software solutions as substitutes to each other rather than 
complements.39  
(44) From a supply -side perspective, most CRM providers indicated that they would 
not be able to star t supplying a different type of CRM software solution shortly 
and without significant costs.40 One respondent explained that it would take a 
significant development and sales and marketing effort to build a new product 
on a different platform.  
(45) When conside ring a possible segmentation based on customer size , from a 
demand -side perspective, the views of CRM providers were mixed. Some 
commented that the requirements and sourcing patterns of large enterprises 
differ from those of small and medium enterprises, w hereas others did not find 
this distinction relevant. For instance, one respondent explained that “ [t]he 
requirements and suppliers of SMEs and large enterprises by and large tend to 
be the same with regard to CRM ”, whereas another explained that “ [l]arge 
enterprises usually have complex workflows, integrations with their internal 
databases or other 3rd party software, requirement for a sandbox environment, 
need for more customization/fields and API [application program interface]  
calls ”. Moreover, ano ther competitor explained that “[v]ery large customers are 
looking for both a solution and a vision…On the contrary, very small and small 
business customers are generally more interested in ease of use and 
maintainability. They will focus on the solution w ith usually no deep integration 
between processes. They are less likely to be looking for a vision ”. 41 
(46) From a supply -side perspective, most CRM providers indicated that  they are 
equally capable of providing CRM software solutions to all CRM customers, 
irrespective of their size.42 This is also indirectly confirmed by the fact that 
CRM providers actually do supply both larger and medium -small customers, 
and have revenues from both types of customers.43 
(47) Finally, with respect to whether it would be appropriate t o distinguish CRM 
software solutions based on the type of industry of the customers , respondents 
among CRM providers had mixed views. From a demand -side perspective, 
those respondents commented that customers may have different needs and 
requirements depen ding on their industry sector, whereas others found that, 
while these differences may exist, the requirements remain broadly similar for 
all customers. For instance, one respondent was of the view that “ [e]ach 
industry has unique requirements that necessit ate customization of the CRM 
solution specifically for the industry ”, whereas another explained that 
“[d]epending on the industry and the particular business model of the particular 
customer, some requirements, or the emphasis on some requirements, may be 
                                                 
38  Responses to questionnaire to CR M Competitors Q5 of 14 October 2016, question 10.  
39  Responses to questionnaire to CR M Customers Q7 of 14 October 2016, question 10.  
40  Responses to questionnaire to CR M Competitors Q5 of 14 October 2016, question 9.  
41  Responses to questionnaire to CR M Competitors Q5 of 14 October 2016 , question 11.  
42  Responses to questionnaire to CR M Competitors Q5 of 14 October 2016, question 12.  
43  Responses to questionnaire to CR M Competitors Q5 of 14 October 2016, question 13.  
10 different […] However, differences and [sic] business model and associated 
requirements also exist among businesses active in the same sector and core 
needs are similar across different organisations. By and large, sourcing of CRM 
solutions will be similar  across different types of businesses in different 
sectors ”.44 
(48) In any event, from a supply -side perspective all CRM providers indicated that 
they are equally able to provide CRM software  solutions to customers active in 
different  business sectors. For insta nce, one respondent commented that “ [m]ost 
CRM [software]  solutions share the same core characteristics for all types of 
industries and solutions sold in one specific industry can therefore very easily 
be adapted to be sold in other industries. SAP also of fers industry -specific 
functionality for certain industries. ”45 In particular, the Commission's notes that 
the Notifying Party's and its main competitors' CRM software solution offerings 
do not have a specific industry focus.  
(49) Based on the results of the mar ket investigation, the Commission therefore 
considers that CRM software solutions may likely be further distinguished on 
the basis of functionality, as customers view the different functionalities as 
complementary, rather than substitutable, and there appe ars to be also limited 
scope for supply -side substitution by CRM providers. Conversely, it appears 
that CRM customers tend to purchase various functionalities, and most CRM 
providers offer them. As regards the distinction between cloud -based and on -
premise s solutions, the market investigation indicates that there is demand -side 
substitutability between these services, as CRM customers usually see these 
options as alternatives. However, from a supply -side perspective, CRM 
providers appear to not be able to e asily develop and supply another type of 
CRM software solution. Finally, based on the responses to the market 
investigation, it appears that a segmentation of CRM software solutions on the 
basis of the customer’s size or industry sector is not relevant, gi ven that, while 
there may be some differences in terms of demand, most customers have the 
same requirements and needs (irrespective of their size and industry), and all 
CRM providers appear capable to offer CRM software solutions to all types of 
customers.  
(50) In any event, for the purpose of this Decision, the exact product market 
definition for CRM software solutions can be left open, as the Transaction does 
not raise serious doubts as to its compatibility with the internal market with 
respect to CRM software  solutions under any alternative product market 
definition.   
3.3.2 Geographic market definition  
3.3.2.1  Notifying Party's view  
(51) The Notifying Party submits that the geographic market for CRM software 
solutions is worldwide in scope for four reasons. Firstly, a CRM softw are 
solution does not vary across different regions. Secondly, there are no 
regulatory/technical differences or local customisation when a CRM software 
solution is provided among different regions. Thirdly, there are no transport 
costs, particularly for cl oud-based software. Lastly, the main providers of CRM 
software conclude their contracts on a global or multi -country basis. However, 
                                                 
44  Responses to questionnaire to CR M Competitors Q5 of 14 October 2016,  question 14.  
45  Responses to questionnaire to CR M Competitors Q5 of 14 October 2016, question 15.  
11 the Notifying Party reiterates that the Commission has left open the precise 
scope in previous decisions, and this can be d one in the present case as well.  
3.3.2.2  Commission's assessment  
(52) In Oracle/Siebel , the Commission noted that  “trade patterns of CRM solutions 
do not vary to any significant extent across different geographic regions ”, that 
there were “ no indications that CRM Solut ions would be made either specific for 
the EEA region or specific to any other region ”, and that local customisation is 
made solely for “language reason, or through customised add -ons to meet 
specific local needs .”46 However, the Commission ultimately left open whether 
the market could be defined as worldwide or EEA -wide, since the transaction 
did not give rise to competitive concerns.47 The same conclusion was reached in 
IBM/Cognos .48 
(53) In IMS/Cegedim Business , the Commi ssion noted that the  market was likely 
EEA -wide in scope , if not broader: the market investigation in that case did not 
clearly indicate that there were marked regulatory, technical or linguistic 
differences in the provision of CRM software among Member St ates. The 
Commission ultimately left the exact geographic market definition open, as the 
transaction did not raise concerns irrespective of the precise geographic scope of 
the market.49 
(54) In the present case, respondents to the market investigation among CRM 
providers unanimously agreed that the geographic market for CRM software 
solutions is worldwide in scope, as there are no differences in sourcing patterns 
or requirements.50 One respondent explained that “ [c]ustomer -demand does not 
vary across different geo graphic regions except for certain language or other 
local requirements which can easily be customized in the software applications. 
Almost all customers have the ability to purchase their software applications 
without being confined to the suppliers that have a physical presence in their 
territory. Most software vendors are global players and compete with each 
other across the world. Given that the software applications can easily be 
adapted to local requirements (primarily language requirements), software  
vendors have the ability to expand the scope of their activities to territories in 
which they are not currently present ”. Furthermore, all CRM providers 
indicated that they are equally able to offer their products in the EEA and in the 
rest of the world.51 Indeed, CRM providers’ EEA revenues appear to be a 
fraction of worldwide revenues.52 
(55) Most CRM customers also indicated that they equally consider possible 
suppliers of CRM software solutions within the EEA and worldwide.53   
(56) Based on the results of the mark et investigation, the Commission concludes that 
the market for CRM software solutions is EEA -wide, if not worldwide, in scope. 
                                                 
46  Case M.3978 – Oracle/Siebel , Commission decision of 22 December 2005, paragraph 18.  
47  Case M.3978 – Oracle/Siebel , Commission decision of 22 December 200 5, paragraph 19.  
48  Case M.4987 – IBM/Cognos , Commission decision of 4 January 2008, paragraph  16.   
49  Case M.7337 – IMS Health/Cegedim Business , Commission decision of 19 December 2014, paragraph 
96. 
50  Responses to questionnaire to CRM Competitors Q5 of  14 October 2016, question 16.  
51  Responses to questionnaire to CRM Competitors Q5 of 14 October 2016, question 17.  
52  Responses to questionnaire to CR M Competitors Q5 of 14 October 2016, question 18.  
53  Responses to questionnaire to CR M Customers Q7 of 14  October 2016, question 11.  
12 The precise scope of the geographic market can be left open, as the Transaction 
does not raise serious doubts as to its compatibi lity with the internal market with 
respect to CRM software solutions under any alternative geographic market 
definition.  
3.4 Sales intelligence solutions  
(57) Sales intelligence solutions provide sales professionals with background and 
contact  information about ind ividuals (such as name, address, phone number, 
place of  employment, title and positi on, etc.) or companies (such as financial 
information  and metrics, organisational hierarchy and leadership structure, 
company’s products  and services, industry background, etc.). Sales 
professionals use this information to  identify new leads or to update information 
about existing contacts, and to more  effectively identify, reach out to, and win 
business from potential customers and  relevant decision makers.  
(58) Microsoft is not active in the provision of sales intelligence solutions. Among its 
"Premium Subscriptions", LinkedIn offers a sales intelligence solution branded 
“Sales Navigator”. Sales Navigator is a subscription -based solution that draws 
from LinkedIn’ s database of user data (“LinkedIn full data”54) and displays a 
subset of this database to its users,  mainly  sales professionals , to allow for the  
quick identification and creation of new customer leads and sales opportunities. 
Sales Navigator is available both in a desktop and mobile version.  
3.4.1 Product market definition  
3.4.1.1  Notifying Party's view  
(59) The Notifying Party argues that a  separate product  market for sales intelligence 
solutions could exist. However, sales intelligence solutions could also be part of 
a larger  market covering sales acceleration technology.  
(60) The Notifying Party refers to a report by InsideSales, “Sales Acceleration 
Technology Market Size Study”, where it is explained that “ [t]he sales 
acceleration technology industry is the business space  between CRM and 
marketing automation which facilitates, and thereby accelerates, all processes 
pertinent to the sales pipeline ”.55 The Notifying Party explains that sales 
personnel use both CRM software solutions and marketing automation 
technologies to in teract with potential clients. While a CRM software solution 
organizes the interactions between a company and its customers,  marketing  
automation software aids in scheduling, tracking, and task automation.  Sales 
intelligence solutions create a connection b etween these two areas with the goal 
of making sal es processes faster. As such, in the Notifying Party’s view, sales 
intelligence solutions could amount to a type of  sales acceleration technology  
and thus should be included in a broader  market covering  sales acceleration 
technology .  
(61) The Notifying Party submits that in any event, the exact product market 
definition for sales intelligence solutions can be left open.  
                                                 
54  LinkedIn  full data  refers to  all the data that LinkedIn collects, or could collect, and store about its users 
and their activity, such as professional details, connections, interests, posts, endorsements.  
55  Form CO, Annex 8 – Document 2 . 
13 3.4.1.2  Commission's assessment  
(62) The Commission has not considered the market for the provision of sal es 
intelligence solutions, or the possibly broader market for sales acceleration 
technology, in previous decisions.  
(63) Most CRM customers responding to the market investigation indicated that they 
use sales acceleration technologies, including specifically sa les intelligence 
solutions.56 As regards sales intelligence solutions, CRM customers indicated 
that they rely on several third -party sources, as well as internal and self -
developed inputs.57 
(64) From a demand -side perspective, when asked how they view the variou s types 
of sales acceleration technology, including sales intelligence solutions, most 
CRM customers replied that these different products are complements, rather 
than substitutes, as they are used for different purposes. One respondent 
explained that the various  technologies are used for different purposes and so 
are complements to each other.  Another commented that “ [e]ach of the 
individual products that we use are either separate or add additional 
functionality or insight to one another and so are not su bstitutes ”. 58  
(65) Most CRM providers replying to the market investigation also indicated that, in 
their opinion, CRM customers view the different types of sales acceleration 
technology as complement rather than substitutes.  One respondent explained 
that each type of sales acceleration technology “ respond[s] to a specific need 
from a customer standpoint. By way of example, chats do not respond to the 
same needs than Sales Intelligence Solutions. These are two different product 
categories which are complimentary  and can form part of the same CRM 
[software] solution ”. 59 
(66) From a supply -side perspective, most CRM providers commented that it is not 
easy for a supplier of one type of sales acceleration technology to start providing 
a different type of sales acceleratio n technology.60 One respondent stated that 
“[i]t would take considerable time and financial investment to development and 
successfully offer products in other categories in the short term .” Another CRM 
provider commented that “ [a]ny significant software development project 
requires significant investments. The time and cost required depends on the 
particular product to be developed, and the relative burden involved will be 
greater for small recent entrants than for established market participants. It is 
likely that a recent entrant focusing on one category would not have the 
resources required additionally to focus on a different product category ”.  
Finally, Salesforce  explained that “ [t]hese are very different technologies. The 
basic principles, core func tionalities and the overall structure of these 
technologies differ significantly. By way of example, analytics technologies and 
SMS/Communications technologies do not rely on the same concepts, the same 
know -how, the same principles, etc. Therefore, a supp lier of sales acceleration 
technology will not be able to start providing products of other categories in the 
                                                 
56  Responses to questionnaire to CR M Customers Q7 of 14 October 2016, question 12.  
57  Responses to questionnaire to CR M Customers Q7 of 14 October 2016, question 12.2.  
58  Responses to questionnaire to CR M Customers Q7 of 14 October 2016, ques tion 13.1.  
59  Responses to questionnaire to CR M Competitors Q5 of 14 October 2016, question 19.  
60  Responses to questionnaire to CR M Competitors Q5 of 14 October 2016, question 20.  
14 short term and without incurring significant investments ”. Responses from 
providers of sales intelligence solutions were not conclusive.61 
(67) With res pect to a possible further segmentation of sales intelligence solutions by 
industry type , CRM providers gave mixed views. Some respondents indicated 
that the basic needs are similar across business sectors, but also highlighted that 
there may be certain in dustry -specific requirements.62 
(68) Based on the results of the market investigation, the Commission considers that 
sales intelligence solutions may constitute a separate product market within 
sales acceleration technology, given that there appears to be limite d demand -
side and supply -side substitutability with respect to the other types of sales 
acceleration technology. With respect to the segmentation by industry type, the 
Commission considers that for the purposes of this Decision such segmentation 
is not  relevant as only LinkedIn is active in the provision of sales intelligence 
solutions and the market investigation did not provide indications that LinkedIn 
is particularly strong in one or more specific sectors.  
(69) For the purpose of this Decision , the Commissi on therefore considers the 
relevant product market to be that for the provision of sales intelligence 
solutions, without further segmentations . 
3.4.2 Geographic market definition  
3.4.2.1  Notifying Party's view  
(70) The Notifying Party submits that the market for sales intell igence solutions is 
likely to be worldwide in scope. However, the exact scope of the market can be 
left open.  
3.4.2.2  Commission's assessment  
(71) All CRM customers replying to the market investigation indicated that, for the 
purpose of acquiring sales intelligence sol utions, they consider both EEA and 
worldwide vendors.63 
(72) Most CRM providers were of the opinion that generally there is no difference in 
the provision of sales intelligence solutions at the EEA and worldwide level, 
with respect to sourcing process. However, some respondents highlighted that 
there may be differences in terms of regulatory and compliance requirements  in 
certain areas.64  
(73) Based on the above, the Commission considers that the relevant geographic 
scope of the market for sales intelligence solutions  is at least EEA -wide, if not 
worldwide in scope. In any event, the precise geographic market definition can 
be left open, as the Transaction does not raise serious doubts as to its 
compatibility with the internal market in relation to sales intelligence s olutions . 
3.5 Online communications services  
(74) Online communications services are multimedia communications solutions that 
allow people to communicate by means of an application or software in real 
time. They can be distinguished between consumer and enterprise 
                                                 
61  Responses to questionnaire to Sales Intelligence Solutions Competitors Q6 of 14 October 2016, 
question 5.  
62  Responses to questionnaire to CR M Competitors Q5 of 14 October 2016, question 21.  
63  Responses to questionnaire to CR M Customers Q7 of 14 October 2016, question 14.  
64  Responses to questionnaire to CR M Competitors Q5 o f 14 October 2016, question 22.  
15 communications services. Consumer communications services enable people to 
reach out to their friends, family members and other contacts in real time. 
Enterprise communications services are used by companies for business and 
professional purposes.  
(75) Microsoft offers online communications services, notably “Skype” and Skype 
for Business (“SfB”). LinkedIn does not offer online communications services.  
3.5.1 Product market definition  
3.5.1.1  Notifying Party's view  
(76) The Notifying Party submits that the definition of th e product market for online 
communications services can be left open.  
3.5.1.2  Commission's assessment  
(77) In previous decisions, the Commission distinguished between  consumer 
communications services and enterprise communications services  (also referred 
to as “unified communications” or "UC"), viewing the two as  belonging to  
distinct product markets .  
(78) In Microsoft/Skype , the Commission noted that enterprise communications  
services are more sophisticated and reliable than consumer communications 
services.  Enterprises hav e different  and higher service requirements, such as 
redundancy and robustness, security, reliability, ancillary  functionality, 
mana gement and support requirements . The Commission further noted that 
enterprise communications services offer  additional featu res in terms of 
collaborating tools, such as the possibility to share and edit  a document in real -
time from different places. As regards voice calls, enterprise -grade  
communications services require features and functionality which are not 
available in  consumer -grade communications services, such as park/hold, mute, 
simultaneous ringing  or integrated voicemail.  The Commission ultimately 
concluded that consumer communications services and enterprise 
communications services form two distinct product markets.65  
(79) The Commission maintained the same distinction in Microsoft/Nokia  and 
Facebook/WhatsApp , where it analysed consumer communications services as a 
separate product market from enterprise communications services.66  
(80) With respect to possible further segmentat ions of consumer communications 
services, in Microsoft/Skype the Commission left open the question whether the 
market for consumer communication s services needed to be further segmented 
by platform or by OS.67 In Microsoft/Nokia , the Commission noted that t here 
were indications that there may be a separate market for consumer 
communication s apps, which could be segmented by platform. With respect to 
segmentation by OS, the Commission noted that several communication s 
applications are available on several OSs . The Commission ultimately left the 
product market definition open in that case.68 In Facebook/WhatsApp , the 
Commission considered that a segmentation based on platforms  was 
appropriate, and therefore carried out its assessment with respect to consumer 
                                                 
65  Case M.6281 – Microsoft/Skype , Comm ission decision of 7 October 2011, paragraphs 14 and 17.  
66  Case M.7047 – Microsoft/Nokia , Commission decision of  4 December 2013, paragraphs 43 -45; Case 
M.7217 – Facebook/WhatsApp , Comm ission decision of 3 October 2014, paragraphs 20 -34. 
67  Case M.6281 – Microsoft/Skype , Comm ission decision of 7 October 2011, paragraphs 10 -43.  
68  Case M.7047 – Microsoft/Nokia , Commission decision of  4 December 2013, paragraphs 41 -45. 
16 communication s applications for smartphones . However , based on the results of 
the market investigation, it found that a distinction of consumer communication s 
services on the basis of the OS or the functionality would not be appropriate.69 
(81) With respect to e nterprise communication s services, in previous decisions the 
Commission defined enterprise communication s services as “ products and 
services […] used by business customers of all sizes to improve workgroup and 
collaborative communications, and […] designed  to provide a simple and 
consistent user experience across all types of communications (telephone, fax, 
email, voicemail, voice and videoconference, instant messaging, etc.) ”.70 
(82) In Microsoft/Skype , the Commission considered, but ultimately left open, 
whethe r it would be appropriate to further segment enterprise communication s 
services on the basis of , for example, functionality, OS and platform .71 With 
respect to functionality, the Commission noted among the possible 
functionalities of enterprise communicatio ns: advanced telephony, unified 
messaging – email, fax, voice messaging combined, web, voice and 
videoconferencing, IM/pre sence, collaborating tools.72  
(83) For the purpose of this Decision , the Commission retains the product market 
definition adopted in previous cases, and will carry out its assessment with 
respect to the separate product market for enterprise communications services . 
The question whether enterprise communications services should be further 
segmented depending on platform, OS or functiona lity can be left open, as the 
Transaction does not raise concerns with respect to enterprise communications 
services irrespective of the exact product market definition . 
3.5.2 Geographic market definition  
3.5.2.1  Notifying Party's view  
(84) The Notifying Party argues that th e definition of the geographic market for 
online communications services should be left open.  
3.5.2.2  Commission's assessment  
(85) In previous decisions, the Commission found that the market for enterprise 
communications services was EEA -wide, if not worldwide, in scop e, but 
ultimately left the precise geographic market definition open.73 With respect to 
consumer communications services, the Commission also found that the market 
was EEA -wide, if not worldwide in scope, but ultimately left the geographic 
market definition  open.74 In Facebook/WhatsApp , the Commission noted that 
the market for consumer communications applications was likely worldwide in 
scope, but defined it as EEA -wide, in line with a more conservative approach.75 
(86) For the purpose of this Decision , the Commiss ion considers the relevant 
geographic market for consumer communications services and enterprise 
                                                 
69  Case M.7217 – Facebook/WhatsApp , Commission decision of 3 October 2014, paragraphs 21 -22. 
70  Case M.5669 – Cisco/Tandberg , Commission decision of 29 March 2010, paragraph 9.  
71  Case M.6281 – Microsoft/Skype , Comm ission decision of 7 October 2011, paragraphs 44 -63.  
72  Case M.6281 – Microsoft/Skype , Comm ission decision of 7 October 2011, paragraph 51.  
73  Case M.6281 – Microsoft/Skype , Comm ission decision of 7 October 2011, paragraphs 67 -68; Case 
M.5669 – Cisco/Tandberg , Commission decision of 29 March 2010, paragraph 33 . 
74  Case M.6281 – Microsoft/Skype , Comm ission decision of 7 October 2011, paragraphs 66 and 68.  
75  Case M.7217 – Facebook/WhatsApp , Commission decision of 3 October 2014, paragraphs 36 -44. 
17 communications services is EEA -wide, in line with a more conservative 
approach.  
3.6 PSN services  
(87) Social networking ("SN") services can be generally described as  multi-sided 
platforms76 that enable users to connect, share, discover and communicate with 
each other across multiple devices  (mobile and desktop) and means  (e.g., via 
chats, posts, videos, recommendations). SN services are used to build social 
relations amon g people who share similar personal and career interests, 
activities, backgrounds or real -life connections.  A sub -set of SN services are 
focused on connecting with professional contacts and are therefore typically 
referred to as PSN services. The vast majo rity of SN services are provided free 
of monetary charges. They can however be monetised through other means, 
such as advertising or charges for premium services.  
(88) LinkedIn offers PSN services. By contrast, Microsoft does not offer PSN 
services, but it  operates an enterprise social network, “Yammer”.77 
3.6.1 Product market definition  
3.6.1.1  Notifying Party's view  
(89) The Notifying Party  submits that social networking services should not be 
segmented according to intended use (e.g., professional versus private) , or on 
any other basis. The Notifying Party explains that whereas some SN services 
cover a broad range of use cases, others, such as LinkedIn, simply focus on a 
subset of use cases.  The Notifying Party argues that there is an ever increasing 
overlap in the use cases offered by competing SN services: services initially 
targeting non -professional use have expanded their appeal such that they also 
target professional development and career opportunities. The Notifying Party 
argues that the multi -sided nature of SN servic es, their variety of monetization 
opportunities and their user reach support this argument. As a result, no 
distinction between professional or private use of SN services should be made.  
(90) Additionally, the Notifying Party considers that so called “vertical” social 
networks should also be considered within the overall market for SN services. 
The Notifying Party explains that vertical SN services are specialized services 
that focus on connect ing the members of a particular profession : as such, these 
social networks are limited to professionals active  within the same field and so 
members are trusted peers  (for instance, Academia for academics, ResearchGate 
for scientists and researchers, Github  for programmers, Doximity for doctors) . 
Nevertheless, the Notifying Party submits that these vertical SN services offer 
recruiting services, job listings, and search and discovery  services like those 
offered by LinkedIn.  
(91) The Notifying Party further argues  that SN services should be distinguished as a 
separate product market from enterprise social network s, because the latter lack 
the external dimension of the former.  
(92) Enterprise social network s are social software platforms that facilitate 
communication an d collaboration amongst e mployees within the same 
                                                 
76  Typically, social networks provide the services described in t his paragraph to consumers (B2C side) 
while they provide other services to businesses (B2B side) such as online advertising and recruitment 
services (in the case of LinkedIn).  
77  On the meaning of "enterprise social network", see paragraph (92) below.  
18 organization.  They may include a variety of features and functionalities (such as 
newsfeeds, groups, search, file sharing and content management, messaging and 
notifications ).  
(93) The Notifying Party argues th at, w hile some providers offer both social 
networks and enterprise social networks  (for instance, Facebook also offers  
“Facebook Work place” ) and there is some commonality in terms of 
functionality, enterprise social networks , in their current form, and soc ial 
network s do not exhibit the necessary degree of substitutability to form part of 
the same market . 
(94) In that respect, the Notifying Party explains that enterprise social networks lack 
the external dimension that social networks have. In particular, they d o not 
feature some of the key social functions of a social network, such as the 
possibility for employees to create a public or semi -public profile, to compile 
lists of external connections and to engage with them. In addition, enterprise 
social networks a re also unsuited for most use cases of social networking, such 
as building an external professional identity, showcasing expertise and external 
recruitment, and thus lack the requisite degree of demand -side substitutability. 
Rather, enterprise social netwo rks are used for internal communications and 
relations within the same company.  
3.6.1.2  Commission's assessment  
(95) In Facebook/WhatsApp , the Commission found that SN services should be 
distinguished from consumer communication s apps. While these two services 
may offe r a certain number of common functionalities, and the line between the 
two services is increasingly blurred, the Commission also noted that SN services 
tend to offer a richer social experience compared to consumer communications 
apps. Furthermore, while bo th social networks and consumer communications 
apps enable communication between users, the communications functionalities 
and their usage differ. Finally, the Commission noted that social networks tend 
to enable communication and information sharing with a wider audience than 
consumer communications apps, which are more personal and targeted.78  
(96) In Facebook/WhatsApp  the Commission also considered whether social 
networking services should be further segmented according to the platform (that 
is, PC, smartphone and tablet) or an OS (such as Windows, Mac OS, Android or 
iOS). Based on the results of the market investigation , the Commission found 
that social networking services should not be further segmented according to a 
platform or an operating system.79 
(97) Finally, i n Facebook/WhatsApp , the Commission also considered, but ultimately 
left open , the question  whether SN service s could be segmented according to 
their intended use , namely SN services promoting interpersonal contact and 
services used for professional purposes. The Commission noted that the market 
investigation suggested that such a distinction might be drawn, but a lso that 
there were overlaps between the purposes of intended use.80 
(98) Respondents to the market investigation in the present case identified several 
functionalities as essential in order for a platform to be considered as a social 
                                                 
78  Case M.7217 – Facebook/WhatsApp , Commission decision of 3 October 2014, paragraphs 52 -56. 
79  Case M.7217 – Facebook/WhatsApp , Commission decision of 3 October 2014, paragraphs 57 -59.  
80  Case M.7217 – Facebook/WhatsApp , Commission decision of 3 October 2014, paragraphs 59 -60. 
19 network by an end -user. In particular, the most relevant ones were considered to 
be the creation of a user profile and the possibility to send/receive messages, 
closely followed by several others (search for other people in the network, 
send/accept invitations to connect with new co ntacts, post/share content, post 
comments on items posted by others, i nteract with other users through private or 
public groups  and have a newsfeed displaying news from the user's 
connections).81 Most respondents indicated that they offer most, if not all, of 
these functionalities.82 
(99) In the present case, most respondents to the market investigation indicated that 
they offer their SN services to a target user group consisting of both private and 
business users, whereas some respondents indicated that they focu sed on 
professionals only, or on a specific sub -set of professionals. For instance, one 
respondent explained that it targets the “ users that are (visually) creative, such 
as architects, photographers, interior designers. This user group is more narrow 
or specific than the user group LinkedIn is targeting ”. Another respondent 
indicated that it targets IT professionals.83 When asked to identify themselves, 
certain respondents identified themselves as “professional” social networks, 
whereas others did not take a view.84 One respondent explained this self -
qualification by referring to the fact that it requires its users to create public 
profiles with work experience, language, education and other professional skills, 
and that its users create a network inviting co lleagues and business partners, and 
post professional content.  
(100)  When asked to identify what factors would distinguish a PSN, respondents 
mentioned several elements, such as: the fact that a user can apply directly to job 
offers through the profile; the abil ity to indicate professional experience, 
education, and skill; the different type of connections on the network 
(colleagues and business partners rather than family and friends), as well as the 
creation of business -oriented relationships; the different typ e of content shared 
(professional rather than connected to private life); the use and maintenance of a 
business identity.85  
(101)  Additionally, respondents also identified the functionalities that would be 
essential for a PSN. In this respect, most respondents p ointed to the functionality 
of creating and updating a detailed resume or CV. Other prominent essential 
functionalities were the search for jobs, asking to be introduced to new contacts 
through a common connection, recommending contacts and receiving 
recom mendations, and a search for jobs functionality.86   
(102)  Those respondents that identified themselves as PSNs87 indicated that they offer 
the aforementioned “essential” functionalities,88 including the creation and 
update of a CV, searching for jobs, receiving al erts and ads about jobs, and 
asking to be introduced to new contacts through a common connection.89 
                                                 
81  Responses to questionnaire to Social Networks Q3 of 17 October 2016, question 5.  
82  Responses to questionnaire to Social Netw orks Q3 of 17 October 2016, question 4.  
83  Responses to questionnaire to Social Networks Q3 of 17 October 2016, question 6.  
84  Responses to questionnaire to Social Networks Q3 of 17 October 2016, question11.  
85  Responses to questionnaire to Social Networks  Q3 of 17 October 2016, question 7.  
86  Responses to questionnaire to Social Networks Q3 of 17 October 2016, question 10.  
87  Responses to questionnaire to Social Networks Q3 of 17 October 2016, question11.  
88  Responses to questionnaire to Social Networks Q3  of 17 October 2016, question 10.  
89  Responses to questionnaire to Social Networks Q3 of 17 October 2016, question 8.  
20 Conversely, those respondents that did not qualify themselves as “professional” 
social networks indicated that they do not offer these essential functionalit ies.90 
Respondents however also noted that they would be able to offer additional 
functionalities in the short term and without significant investment.91  
(103)  Importantly, in addition to indicating various differentiating and essential 
functionalities that quali fy and distinguish a social network as “professional”, 
respondents significantly emphasised that PSNs are different from other social 
networks because of the way they are used.  
(104)  For instance, one respondent  explained that a “personal” social network is use d 
to “spend time”, whereas a PSN is used to “invest time”. That respondent further 
commented that “ the user profile of a PSN focusses on highlighting the 
professional attributes of a user (e.g. stating the company, industry, function, or 
employment status) . PSNs even make the filling in of some of those fields 
mandatory, setting the tone of the entire product experience accordingly. 
Personal Networks instead shift the emphasis to more private matters (e.g. links 
to private photo albums) ”.92 In another reply,  that same respondent also noted 
that “[t]wo functionalities of PSNs are worth stressing explicitly: The user 
profile of a PSN focusses on representation of the user as a professional. 
Features of the PSN are geared towards highlighting the professional at tributes 
of a user (e.g. stating the company, industry, function, or employment status) 
rather than more private matters (e.g. private photo album). The professional 
social network allows the user to reach out to and connect with the broader 
member base, i rrespective of affiliations to companies/institutions/etc. ”.93 
Another respondent also explained that users usually provide more accurate and 
complete information and professional and educational background for a PSN, 
which is not always the case for other social platforms.  
(105)  Other respondents’ replies also highlighted  this difference in usage. For 
instance, one respondent explained that users insert on a PSN a public profile 
with work experience, invite colleagues and share professional content, as 
opposed to private content and contacts. Another respondent also commen ted 
that it is not usually used to “ post private posts and pictures (e.g., vacation 
pictures) but rather to post creative content to share with the creative Behance 
community .”94 Finally, one respondent commented that a PSN’s focus is on 
professional networ king and career/work areas as opposed to the broader social 
context. A further indication of the different, more professional -centric, focus of 
PSN services as opposed to “personal” SN services can be inferred from the 
responses of recruiters to the market  investigation, mentioned in paragraphs 
(144)  and (145)  below. Those re spondents expressed the view that, both from 
the perspective of a jobseeker and of a recruiter, PSN websites are more 
substitutable to online recruitment services than other SN services.95   
(106)  The Commission further notes that LinkedIn also distinguishes PSNs  from 
personal social networks on the basis of the different use purposes. For instance, 
in a presentation entitled “the Mindset Divide”, LinkedIn notes that the reasons 
                                                 
90  Responses to questionnaire to Social Networks Q3 of 17 October 2016, questions 8, 10 and 11.  
91  Responses to questionnaire to Social Ne tworks Q3 of 17 October 2016, question 9.  
92  Responses to questionnaire to Social Networks Q3 of 17 October 2016, question 7.  
93  Responses to questionnaire to Social Networks Q3 of 17 October 2016, question 10.1.  
94  Response to questionnaire to Social Net works Q3 of 17 October 2016, question 7.  
95  Responses to questionnaire to Recruiters Q4 of 17 October 2016, questions 12 and 13.  
21 for using a PSN are different from those for using a personal social network. 
While th e former is used to “ 1. Maintain professional identity, 2. Make useful 
contacts, 3. Search for opportunities, 4. Stay in touch ”, the latter is used to “ 1. 
Socialize, 2. Stay in touch, 3. Be entertained, 4. Kill time ”. The same document 
also emphasises diff erences in the type of content people expect on a PSN (“ 1. 
Career info, 2. Updates on brands, 3. Current affairs ”) as opposed to a personal 
network (“ 1. Info on friends and family, 2. Info on personal interests, 3. 
Entertainment updates ”).96  
(107)  A subsequent p resentation by LinkedIn, entitled “Spotlight on Content”, also 
highlights that PSNs are also different in terms of content. For instance, 
LinkedIn notes that “ professionals’ response to content varies hugely depending 
on which social media platform they ar e using […] professional content on 
Facebook typically invites only superficial engagement, with users more likely 
to ‘like’ an item of content than they to actually read it. On LinkedIn and 
Twitter, users consume first and share later yet a difference in emphasis 
remains. Twitter users prioritise speed of action, retweeting content before 
commenting on it in depth; LinkedIn users are far more likely to post their own 
comments, adding greater social validation as the content travels across their 
networks ”.97 
(108)  Additionally, the Commission notes that, when asked to identify what social 
networks were substitutable to those of LinkedIn, respondents mostly indicated 
other providers that present themselves as PSNs, such as XING, Viadeo and 
GoldenLine.98 Most respondents indicated that social networks such as 
Facebook and Twitter were not substitutes to LinkedIn. Also in this context, 
respondents commented that the latters’ focus was on personal and private use, 
rather than professional. For instance, one respondent explained that Facebook 
is “a social network where people share content connected with their personal 
life, hobbies, family, friends ”. Another also reiterated that Facebook is for 
personal lives. 
(109)  Respondents also emphasised that vertical social networks, while also being 
geared for professional usage, do not appear to have the same scope of a general 
PSN, such as LinkedIn. Rather, they appear to target and serve specific 
professions and niches.99 For instance, respondents commented that a social 
network such as Academia is geared for academics and serves the specific use 
case of sharing publications. One respondent commented that Academia is a 
“[s]pecialist vertical network, which focusses on a specific target group 
(academics) via a specialized primary use case (sharing publications); a 
complement, not a substitute to LinkedIn’s horizontal PSN ”. Thus, an academic 
                                                 
96  LinkedIn document, “the Mindset Divide”, 20 September 2012, slides 10 -11, available at 
https://business.linkedin.com/content/dam/business/marketing-
solutions/global/en US/site/pdf/wp/linkedin-marketing-solutions-mindset-divide.pdf . The 
presentation’s objective was to “ deeply understand the motivating factors for how and why people use 
personal and professional networks ”, as explained at https://business.linkedin.com/marketing-
solutions/blog/t/todays-mindset-divide . 
97  LinkedIn document, “the Mindset Divide –  Spotlight on content”, 28 March 2014, slide 9, available at 
http://www.slideshare.net/linkedineurope/mindset-divide-
whitepaperlinkedin?ref=https://business.linkedin.com/en-uk/marketing-
solutions/blog/posts/2014/How-social-media-puts-professional-content-centre-
stage&from embed lead cta=true&tracking id=97eb1eb1a58743f0 . 
98  Responses to questionnaire to Social Networks Q3 of 17 October 2016, question 12. 
99  Responses to questionnaire to Social Networks Q3 of 17 October 2016, question 12. 
22 would not rely on LinkedIn for professional goals. Similarly, respondents 
explained that Behance is a platform for the sharing of artistic work, which  is 
not substitutable to LinkedIn. Finally, one respondent explained that a platform 
such as Doximity is a “vertical” social network serving healthcare professionals 
specifically. Therefore, it appears that “vertical” social networks, while also 
having a “ professional” focus, have a narrower scope and target more specific 
users and audience than a PSN service provider, such as LinkedIn, Viadeo or 
XING.  
(110)  Finally, most respondents indicated that, for a social network currently not 
substitutable with LinkedIn, it would not be possible to develop and become 
substitutable to LinkedIn in the short term and without significant 
investments.100 Respondents indicated that the most significant challenge would 
be to attract a sufficiently broad user base, which could not b e done without 
investments. One respondent explained that it may be difficult for a social 
network to reconcile a “personal” and a “professional” intended use. Therefore, 
while the introduction of additional functionalities may be simpler, as mentioned 
in paragraph (102) , it appears that the process of transformation of a social 
network from “personal” into “professional” social network is more complex, as 
it requires a change of approach, usage and general functionalities.  
(111)  With regard to a possible distinction of SN services on the basis of the device or 
OS, most respondents indicated that social networks and PSNs are available 
both on mobile and desktop devi ces, and on the main OSs.101 
(112)  The Commission also investigated whether enterprise social networks, as 
defined in paragraph (92) above, should be included in the same p roduct market 
as PSNs. Respondents to the market investigation all expressed the view that, 
for a user, “public” social networks are not substitutable with a “closed” social 
network such as an enterprise social network.102 One respondent explained that 
“a ‘closed’ professional social networks is only used for corporate purposes 
(such as internal communication or organisation of working methods) and only 
by employees ”. Another respondent, by referring to “Facebook workplace”, 
highlighted the main features of a n enterprise social network as: “ workplace 
account is tied to a user’s company e -mail address and is completely 
independent of a Facebook account; access to a company’s workplace limited to 
a company’s employees, the company can control who has access to t he 
workplace and who has not; any activity on Workspace is confined to stay 
within the walled -garden of the company ”. 
(113)  The same respondent, in a separate submission, further illustrated the key 
differences between a PSN and an enterprise social network. Tha t respondent 
explained that an enterprise social network has different functionalities, and is 
based on a different business model (closed services offered on a licence basis to 
enterprises). An overview of these differences is reproduced in Table 1 below. 
                                                 
100  Responses to questionnaire t o Social Ne tworks  Q3 of 17 October 2016, question 13.  
101  Responses to questionnaire to Social Networks Q3 of 17 October 2016, questions 16 and 17.  
102  Responses to questionnaire to Social Networks Q3 of 17 October 2016, question 14.  

24 more narrow focus on certain categories of professionals, which distinguish 
them from general PSNs. Therefore, the extent to which a vertical social 
network could be a substitute to a PSN  is unclear. Furthermore, it appears that 
the conversion of a “pe rsonal” social network into a professional one is not as 
immediate and straightforward. There are, however, some indications that 
existing social network may find it easier than other possible entrants to develop 
into professional social networks.  
(116)  The Com mission finds that it is not appropriate to further segment PSNs 
depending on the device or OS on which they are available, as these services are 
available on both mobile and desktop devices, and on most OSs. Finally, the 
Commission considers that enterpri se social networks do not form part of the 
same relevant product market as social networks and PSNs.  
(117)  Therefore, in this Decision the Commission will conduct its assessment on the 
basis of the narrowest possible product market, that is to say the market  for PSN 
services, excluding those services that target specific professions and niches . 
3.6.2 Geographic market definition  
3.6.2.1  Notifying Party's view  
(118)  The Notifying Party submits that the market for SN services is worldwide in 
scope. The Notifying Party explains that  SN services are similar among different 
regions and countries, with respect to (i) price, (ii) offered functionalities, (iii) 
the platforms and (iv) the OSs operated on. Moreover, all services are Internet -
based, and are available  across all platforms, dev ices and OSs, with  no 
distinction on  the basis of  location.  Lastly, the Notifying Party states that local 
language considerations, user preferences, and local regulatory requirements do 
not create any significant obstacles for the cross -border provision of  these 
services. While certain providers may have a more regional focus, the dimension 
remains global for all providers. The Notifying Party submits that, in any event, 
the exact geographic market definition can be left open.  
3.6.2.2  Commission's assessment  
(119)  In Facebook/WhatsApp,  the Commission noted that SN services are commonly 
available worldwide, given the global scope of the Internet. Furthermore, there 
were generally no differences in SN services offered in different geographic 
regions or countries, although l imited adjustments, such as language and minor 
functionalities, were present. Other possible identified differences included 
marketing costs, legal/regulatory requirements and customers' preferences .  
(120)  The Commission ultimately concluded that, while there w ere indications that the 
geographic scope of the market could be global, the relevant geographic market 
for the assessment of the case was EEA -wide, in line with a more conservative 
approach.104 
(121)  In the present case, most respondents to the market investigati on indicated that 
customers do not require significant differences as regards SN services in the 
EEA compared to the rest of the world. Similarly, most respondents identified 
no significant differences comparing one EEA country to another in terms of 
custo mer requirements.105 However, respondents also highlighted several 
possible differences between EEA countries. Respondents mentioned regulatory 
                                                 
104  Case M.7217 – Facebook/WhatsApp , Commission decision of 3 October 2014, paragraphs 64 -68. 
105  Responses to questionnaire to Social Networks Q3 of 17 October 2016, question 18.  
25 and privacy requirements, as well as cultural and linguistic differences. One 
respondent commented that, unlike ge neral or personal social networks, PSN 
have a much more localized footprint, which is in inherent to fact that they are 
work -oriented. In that respondent’s view, as work is a local matter, PSNs also 
have a local dimension, in terms of contacts, job opportu nities, language and 
professional and educational background. That respondent also added that 
privacy considerations may also play an important role as a local requirement.  
(122)  In addition to the above, the Commission notes the market investigation showed 
that several SN services providers appear to specifically target customers from 
one or more particular countries in the EEA.106 Respondents identified several 
examples of such social networks, such as XING in Germany/Austria, Viadeo in 
France and GoldenLine in P oland. These identified social networks are all social 
networks that qualified themselves as “professional”. The Commission therefore 
notes that most PSNs active in the EEA appear to focus on a subset of EEA 
countries, without having an EEA -wide presence ( LinkedIn being the 
exception).  
(123)  Furthermore, when asked whether a company already offering a PSN in one 
country could successfully start this in another country without significant 
investments, most respondents answered negatively.107 One respondent 
explained  that when a PSN is limited to one country, expanding to another 
country requires time and resources. Another respondent mentioned the 
examples of XING and Viadeo, which are not successful outside of Germany 
and France respectively, given their national fo cus. These responses indicate 
that certain barriers between different EEA countries exist with respect to PSNs.  
(124)  Based on the results of the market investigation with regard to PSNs, the 
Commission  notes that the differences in terms of language, functional ities, 
legal/regulatory requirements and customers' preferences  among EEA countries 
appear to be relevant for PSNs and influence the geographic scope of their 
activities. This may be linked, among other things, to the fact that professional 
relations and e mployment tend to have a more local dimension and use.   
(125)  Based on the above, the Commission considers that the relevant geographic 
market for PSN services for the assessment of this case is national, in line with a 
more conservative approach.  
3.7 Online recruit ment services  
(126)  Online recruitment services enable individuals, who are searching for 
employment or who could be induced to consider an opportunity, to connect 
with recruiters who seek to fill vacancies. A job seeker  typically create s a profile  
and resume  on the online recruitment services and may then sign up for updates 
in relation to relevant job opportunities.  
(127)  Providers of online recruitment solutions maintain databases of profiles and 
resumes for use by both job seekers and recruiters and create a syste m in which 
job seekers and recruiters can be matched according to mutually defined criteria.  
(128)  LinkedIn offers online recruitment services. Microsoft is not active in this 
sector.  
                                                 
106  Responses to questionnaire to Social Networks Q3 of 17 October 2016, question 19.  
107  Responses to questionnaire to Social Networks Q3 of 17 October 2016, question 20.  
26 3.7.1 Product market definition  
3.7.1.1  Notifying Party's view  
(129)  The Notifying Party submits t hat there is an overall market for recruitment 
solutions, which should not be further divided between offline and online 
recruitment solutions. The Notifying Party argues that a jobseeker will make use 
of both offline and online recruitment solutions, and that these two solutions are 
not materially different in terms of process. The Notifying Party further submits 
that companies that offer jobs or recruiters who offer jobs on the companies’ 
behalf will also use both types of recruitment solutions in their r ecruitment 
process. In the Notifying Party’s view, while both may have a preference  for 
offline or online  recruitment, it is unlikely that they would not generally 
consider all available options  to create matches between candidates looking for 
employment and recruiters or  companies offering jobs . In a forward -looking 
perspective, the Notifying Part submits that any differences between online and 
offline recruitment services will tend to disappear, as recruitment companies 
pursue models based on both channe ls.  
(130)  Moreover, the Notifying Party submits that, if there were to be a separate market 
for online recruitment services, this market should not be further segmented by 
business model or industry.  
(131)  With respect to a possible segmentation by business model, th e Notifying Party 
explains that this would not be appropriate. While o nline recruitment services 
are offered based on many different  business models that often integrate other 
services (such as career advice, interview  preparation, resume building, job 
alerts, professional networking opportunities and  online advertising 
opportunities ), all providers offer  the same basic functionalities for both sides of 
the online  recruitment market , irrespective of  the business model. Accordingly,  
in the Notifying Party’s view , providers of online recruitment services include 
companies and recruitment agencies advertising job opportunities on their own 
site, online versions of newspaper classifieds, generalist jobsites operating 
across the full  spectrum of industry categori es and qualification levels, sector -
focused job sites, job  aggregators , and SN services such as Facebook and 
LinkedIn.  
(132)  As regards a possible segmentation of online recruitment solutions on the basis 
of the industry sector, the Notifying Party submits that this would not be 
appropriate, neither from the point of view of the company (or recruiter) seeking 
to fill a vacancy or that of the job seeker. The Notifying Party explains that a 
company seeking to hire employees would nevertheless generally recruit acro ss 
multiple sectors. For instance, a company seeking to fill vacancies (directly or 
via a recruiter) would not rely on LinkedIn only with regard to candidates from 
one particular sector. Moreover, it would not be viable for LinkedIn’s Talent 
Solutions busi ness to differentiate between jobs in one sector and jobs in another 
sector and, based on this differentiation, charge different prices for its 
recruitment tools. In the Notifying Party’s view, there is no need to differentiate 
according to sectors from a job seeker’s perspective either. While certain 
candidates will seek jobs according to their qualification, and eventually rely on 
specific recruitment tools (for instance, an engineer may take particular interest 
in a niche online recruitment solution spec ialised in jobs for engineers), this 
does not mean that those candidates would not consider other providers of 
recruitment solutions.  
27 (133)  The Notifying Party concludes that in any event the precise scope of the product 
market can be left open.  
3.7.1.2  Commission's assessment  
(134)  In Randstad/VNU/JV , the Commission considered  that online recruitment 
services could be distinguished from offline recruitment services, but ultimately 
left the market definition open.108 In the same decision, the Commission also 
considered the ma rket for online job advertisement as a separate market from 
general advertising, but also ultimately left the definition open .109  
(135)  In Randstad Holding / Monster Worldwide , the Commission analysed the 
market for online job board services, which e mployers use to find job seekers by 
offering vacancies on the online  job board or searching through candidates’ CVs 
based on a number of search criteria , but ultimately left the market definition 
open.110 
(136)  Respondents to the market investigation in the present case identi fied several 
functionalities as being essential for recruitment services, including: access to 
databases of profiles and resumes, the possibility to provide online job 
advertisements, the creation of a profile and resume, the possibility to sign up 
for job  alerts, and CV -search services. Other features, such as career advice, 
interview preparation and face -to-face interviews, were considered less 
important.111  
(137)  When asked to comment on the degree of substitutability between online and 
offline recruitment solu tions, the view of the majority of respondents was that 
the two channels were only substitutable to a certain extent, and mostly 
complementary, with online becoming increasingly important.  
(138)  From the perspective of the jobseeker, most respondents were of the opinion that 
offline recruitment tools cannot substitute online recruitment tools, but rather 
complement them. Some respondents highlighted the different features of the 
two channels. For instance, one respondent explained that online recruitment 
servi ces are more noticeable and allow faster and more comprehensive access to 
information, while offline services are used purely for gathering information and 
can be replaced by online services. Another respondent commented that online 
services are an imperso nal "behind a computer" only experience, whereas 
offline services consist of a personal contact and relationship. Another explained 
that the medium and mode of interaction are different. Other respondents 
explained that job seekers would use the two channe ls in a complementary 
manner, as e ach channel is a means to connect a suitable applicant  with a 
suitable role. Finally, certain respondents highlighted the easier and broader 
accessibility of online recruitment sources, the higher frequency of updates, the  
broader scope in terms of search and access, as well as other distinctive 
functions.112  
(139)  Most respondents expressed the view that online recruitment solutions are 
increasing in importance and use, while offline job ads are decreasing , as 
                                                 
108  Case M .2057  – Randstad/VNU/JV , Commission decision of 30 August 2000, paragraphs 11 -13.  
109  Case M .2057  – Randstad/VNU/JV , Commission decision of 30 August 2000, paragraphs 14 -15. 
110  Case M.8201 – Randstad Holding /Monster Worldwide , Commission decision of 26 October 2016, 
paragraphs 18 -20. 
111  Responses to questionnaire to Recruiters Q4 of 17 October 2016, ques tion 8.  
112  Responses to questionnaire to Recruiters Q4 of 17 October 2016, question 10.1.  
28 jobseekers tend mor e and more to rely on online channels rather than offline 
channels, given the superiority of the former in terms of efficiency, scope, speed 
and accessibility. One respondent explained that while offline recruiting services  
can still somewhat substitute on line services, the latter  are much more powerful 
and are rapidly replac ing almost all offline services . Another respondent stated 
that online services cannot be replaced by offline services anymore, except for 
lower level and very local jobs.113  
(140)  Respondents  expressed the same view when considering the perspective of the 
recruiter. Also in this context, responses to the market investigation emphasised 
the different features and the complementary use of the online and offline 
channels, with online gaining an i ncreasing importance in usage and scope.  
(141)  For instance, one respondent explained that online and offline recruitment 
services  complement each other and can be used together or separately 
depending on the type of role. Another commented that online recruitm ent 
services give the flexibility to announce open positions to a wider audience, 
while offline recruitment services focus more on the specific range of people 
who are suitable to a role, and include face to face interviews, personal 
interaction and more i n-deep analysis of a candidate’s qualification. Another 
respondent also stated that “ [f]rom an employer’s perspective online and offline 
recruitment services can only be complementary. Thereby employers prefer 
using online recruitment services. To reach as  many applicants as possible job 
offers are mostly published on online platforms and online job exchanges. 
Online Networks are another possibility of recruiting. Using online channels 
allows to reach a much wider group of applicants. […] Offline services a re 
supplementally used by the employers, whereby offline services such as phone 
contacts and job interviews, but also actions like speed dating, job fairs etc. are 
explicitly asked for and used, as the recruiting process continues ”.114  
(142)  Most respondents high lighted the higher speed and broader scope of online 
recruiting, and expressed the view that offline recruiting is becoming more 
marginal, while online recruiting channels become increasingly important.115 
(143)  Therefore, based on the results of the market invest igation, the Commission 
considers that online recruitment services should be distinguished from offline 
recruitment services, in light of the different use, features and functions, which 
make the two services complementary rather than substitutable.  
(144)  Respo ndents to the market investigation expressed mixed views with regards to 
a possible segmentation of online recruitment services based on the business 
model, including the business models mentioned in paragraph (131)  above. 
From the jobseeker’s perspective, respondents to the market investigation had 
divided opinions as to whether business models, such as sector -focused job sites, 
online versions of n ewspaper classifieds or companies and recruitment agencies 
advertising job opportunities on their own site could actually be substitutable to 
online recruitment services such as those of fered by  LinkedIn. Respondents 
more clearly indicated that in their vi ew non -professional SN websites are not 
perceived by a jobseeker as an online recruitment tool. Respondents also were of 
the opinion that PSN websites offered services that were substitutable to those 
                                                 
113  Responses to questionnaire to Recruiters Q4 of 17 October 2016, question 10.1.  
114  Responses to questionnaire to Recruiters Q4 of 17 October 2016, question 10.2.  
115  Responses to questionnaire to Recruiters Q4 of 17 October 2016, question 10.2.  
29 of an online recruitment tool. One respondent explained  that PSN websites 
“offer job seekers the ability to view job openings and apply for jobs. They also 
enable recruiters to directly contact potential candidates to gauge their interest 
in a particular opening .”116  
(145)  Similarly, f rom the recruitment perspective,  respondents also gave mixed views. 
On the question whether different business models such as online versions of 
newspaper classifieds, generalist jobsites, sector -focused jobsites, or companies 
and recruitment agencies advertising job opportunities on the ir own site would 
be substitutable with online recruitment services such as those of LinkedIn, 
respondents of the market investigation were divided. Similarly to the 
jobseekers’ perspective, the respondents indicated that non -professional SN 
websites are n ot substitutable with online recruitment services, whereas PSN 
websites were found to be more substitutable. One of the respondents explained 
this with the fact that most other PSN websites offer similar solutions . One of 
the respondents explained this  with the different focus of such websites.117  
(146)  With respect to a possible segmentation of online recruitment services on the 
basis of the industry sector, most respondents to the market investigation 
indicated that recruitment services differ depending on t he relevant industry 
sector.118 Respondents indicated that the differentiating factors may include 
cannels of recruiting and methods of selection , customer expectations , education 
and experience level , and the level of technicality of the industry. One 
respo ndent commented that t he nature of the industry and the types of job may 
even require a different route for recruiting, for instance lower skilled  positions 
can be filled by means of job advertising , whereas more specialist  and skilled 
roles may require a more proactive approach and reliance on professional 
recruitment. However, most respondents also indicated that they charge the 
same price for their recruitment services to customers, irrespective of the 
relevant industry.119 
(147)  For the purpose of this Decision , the Commission therefore considers that the 
relevant product market is that for online recruitment services, which should be 
distinguished from offline recruitment services. The question whether online 
recruitment services should be further segmented dep ending on the business 
model or the relevant industry sector can be left open, as the Transaction does 
not raise serious doubts as to its compatibility with the internal market with 
respect to online recruitment services irrespective of the exact product m arket 
definition.  
3.7.2 Geographic market definition  
3.7.2.1  Notifying Party's view  
(148)  The Notifying Party submits that the market for recruitment solutions should be 
either regional or national in scope. The Notifying Party explains that it is 
unlikely that jobseekers wou ld be willing to move across countries, due to 
language barriers, education, qualifications and administrative hurdles. This 
results in the fact that recruiters will typically attempt to recruit employees 
                                                 
116  Responses to questionnaire to Recruiters Q4 of 17 October 2016, question 12.  
117  Responses to questionnaire to Recruiters Q4 of 17 October 2016, question 13.  
118  Responses to questionnaire to Recruiters Q4 of 17 October 2016, question 14.  
119  Responses to questionnaire to Recruiters Q4 of 17 October 2016, question 15.  
30 within a single country. Finally, the Notifying Par ty ultimately concludes that 
the precise definition for the market can be left open.  
3.7.2.2  Commission's assessment  
(149)  In previous cases, the Commission left open the exact geographic scope for the 
provision of online recruitment services.120  
(150)  In the present case, the  responses to the market investigation were mixed. There 
was no clear indication on whether the provision of online recruitment services 
in the EEA differs from the rest of the world. Similarly, respondents did not take 
a clear view on whether online recru itment services differ between EEA 
countries.121 Some respondents indicated that relevant differentiating factors 
include regulatory requirements, language, and local knowledge.  
(151)  For the purpose of this Decision , the precise scope of the geographic market for  
the provision of online recruitment services can be left open, as the Transaction 
does not raise serious doubts as to its compatibility with the internal market 
under any geographic market definition.  
3.8 Online advertising services  
(152)  The Parties both offer online advertising services. Microsoft provides both non -
search and search advertising services , LinkedIn only offers  online non-search 
advertising services .  
3.8.1 Product market definition  
3.8.1.1  Notifying Party's view  
(153)  The Notifying Party submits that online non -search advertising should not be 
further segmented according to the type of service and device platform, the 
audience type or by the fact that the advertising is targeted.  
(154)  Firstly, the Notifying Party states that the market for onli ne non -search 
advertising should not be subdivided by website type. In particular, online 
advertising on SN websites should not be identified as a separate product 
market. The Notifying Party argues that, from an advertiser’s perspective, online 
advertisin g on SN websites does not differ from online advertising on other 
websites. Moreover, the ad formats and the products which are offered on both 
types of websites are largely similar. This results in a high degree of demand 
substitution for online advertisi ng on different types of websites. The Notifying 
Party submits that this substitutability has been further increased by the 
introduction of ad intermediation tools, which target ads to specific users 
wherever they are on the Internet. In case that  SN websi tes increase their prices 
for advertising space, these tools allow advertisers to switch to other websites 
and continue targeting the same customers.  
(155)  Secondly, the Notifying Party submits that the market should not be further 
subdivided according to device  platforms, such as mobile or PC. The reason for 
this is the growing convergence between these platforms in recent years. In the 
Notifying party’s view, this is shown by the fact that intermediation providers 
                                                 
120  Case M.2057 – Randstad/VNU/JV , Commission decision of 30 August 2000, paragraph 10; Case 
M.8201 – Randstad Holding/ Monster Worldwide , Commission decision of 26 October 2016, 
paragraphs 28 -29. 
121  Responses to questionnaire to Recruiters Q4 of 17 October 2016, question 18.  
31 have adjusted their ad intermediation tools to enable advertisers to manage 
campaigns across different platforms, such as desktop and mobile.  
(156)  Thirdly, the Notifying Party submits that no distinction within the non -search 
online advertising market should be made based on audience types, such as 
busines ses or customers. That is because web publishers selling online 
advertising will sell ads independently of the audience type. The Notifying Party 
submits that, although certain web publishers might have a more specific 
audience, and thus be more attractive  for certain types of advertising, advertisers 
target their audience through numerous and various channels. For instance, 
LinkedIn may be more attractive for B2B advertising, but advertisers can reach 
the same audience also through different, non -professio nal, websites. 
Furthermore, the Notifying Party argues that it would be inappropriate to 
attempt to differentiate websites depending on their audience type, as this 
segmentation would result in an infinite amount of submarkets, with an unclear 
distinction of the precise target audience. Finally, the Notifying Party adds that 
the increase of ad -targeting tools enhances the interchangeability of websites for 
advertising purposes. This means that advertisers could easily switch from one 
website to others, in c ase of an increase of advertising price, and keep targeting 
the same audience.  
(157)  Fourthly, the Notifying Party states that no distinction should be made on the 
basis of targeting. The Notifying Party submits that the large majority of 
respondents to the mar ket investigation in Telefónica UK/Vodafone 
UK/Everything Everywhere/JV in 2012122 considered that  targeted marketing 
messaging constituted  a separate market.123 However, the Notifying Party argues 
that there have been rapid technological developments since th en and that 
targeting is a prerequisite to sell online advertising today. Therefore, all main 
providers of display advertising solely offer targeted display advertising, based 
on different criteria. Therefore, no meaningful distinction can be drawn between  
targeted and non -target online non -search advertising anymore.  
(158)  The Notifying Party submits that in any event the exact scope of the product 
market for online non -search advertising can be left open.  
3.8.1.2  Commission's assessment  
(159)  In previous decisions, the Commi ssion distinguished between the provision of 
online and offline advertising space .124 The Commission further considered 
whether the market for online advertising could be sub -segmented into search 
and non -search advertising, but ultimately left this question  open.125 
(160)  In Facebook/WhatsApp , the Commission noted, on the basis of the market 
investigation, that a further sub -segmentation of online advertising between 
search and non -search advertising could be drawn, as respondents to a large 
extent considered that s earch and non -search ads are not substitutable since they 
                                                 
122  Case M.6314 – Telefonica UK/Vodafone UK/Everything Everywhere/JV , Commission decision of  4 
September 2002.  
123  Form CO, Section 6, paragraph 357.  
124  Case M.5727 – Microsoft/Yahoo! Search Business , Commission decision of 18 February 2010, 
paragraph 61; Case M. 4731 – Google/DoubleClick , Commission decision of 11 March 2008, recitals 
45-46; 56.  
125  Case M.5727 – Microsoft/Yahoo! Search Business , Commission decision of 18 February 2010 , 
paragraphs 71 -75; Case M. 4731 – Google / DoubleClick , Commission decision of 11 March 2008 , 
recitals 49-56.  
32 serve different purposes and, as a result, most advertisers would not be likely to 
switch from one type to another.126 The Commission also examined whether a 
separate product market should be defined for the provision of online non -search 
advertising services on SN websites, and whether it would be appropriate to 
distinguish online advertising on the basis of the platform (PC versus mobile), 
but did not reach a conclusion on these two possible distinct ions.127 The 
Commission ultimately left open the questions as to whether the market for 
online advertising should further be segmented on the basis of search and non -
search, whether a separate segment for advertising on SN websites could be 
identified, and w hether a distinction should be drawn on the basis of the 
platform.128  
(161)  For the purpose of this Decision , the question whether the market can be further 
segmented between search and non -search advertising, and whether there is a 
specific segment for advertisi ng on SN websites and by device platform can be 
left open, as the Transaction does not raise serious doubts as to its compatibility 
with the internal market , irrespective of the product market definition.  
3.8.2 Geographic market definition  
3.8.2.1  Notifying Party's vie w 
(162)  The Notifying Party submits that the exact scope of the geographic market can 
be left open.  
3.8.2.2  Commission's assessment  
(163)  In previous decisions, the Commission concluded that the market for online 
advertising is to be divided alongside national or linguistic b orders within the 
EEA, although it ultimately left the geographic market definition open in one 
case.129 Factors pointing to a national or linguistic geographic market definition 
included customers' purchasing preferences and languages, and the presence of 
support and sales networks located at national level  
(164)  For the purpose of this Decision, the Commission concludes that the online 
advertising market and its possible sub -segments should be defined as national 
in scope or alongside linguistic borders within th e EEA.  
4 COMPETITIVE  ASSESSMENT   
(165)  According to the Notifying Party, by acquiring LinkedIn, Microsoft aims to 
expand the standalone business of LinkedIn and integrate LinkedIn’s services 
and products within its own offering, enriching both Microsoft and LinkedIn 
user experience.  
(166)  The Transa ction will therefore mainly combine Microsoft's and LinkedIn’s 
complementary offerings. While both Microsoft and LinkedIn provide some 
online advertising services , this  is not the ir core business.  Hence the Transaction 
                                                 
126  Case M.7217 – Facebook/WhatsApp , Commission decision of 3 October 2014, paragraph 76.  
127  Case M.7217 – Facebook/WhatsApp , Commission decision of 3 October 2014, paragraphs 77 -78.  
128  Case M.7217 – Facebook/WhatsApp , Commission decision of 3 October 2014, paragraph 79.  
129  Case M.6314 – Telefónica UK/Vodafone UK/Everything Everywhere /JV, Commission  decision of 4 
September 2012, recitals 226-229; Case M.5727 – Microsoft/Yahoo! Search Business , Commission  
decision of 18 February 2010, paragraphs 91 -93; Case M.4731 – Google/DoubleClick , Commission 
decision of 11 March 2008, recitals 83-84; Case M.7217 – Facebook/WhatsApp , Commission decision 
of 3 October 2014, paragraph 83.   
33 only gives rise to limited horizontal  overlaps while, at the same time, giving rise 
to a number of non -horizontal relationships . 
4.1 Assessment of horizontal effects  
(167)  Microsoft and LinkedIn are both active in the provision of online advertising 
services.130 
(168)  However, as mentioned in paragraph (152)  above , while  Microsoft provides 
both non -search and search advertising services , LinkedIn is active only in non -
search advertising services . Therefore, the Parties' activities overlap only with 
respect to non -search advertising services.  
(169)  In the overall market for online advertising services, the Parties’ combined 
market share post -Transaction would be low. Based on the Parties’ information, 
in 2015 worldwide Microsoft ’s share of digital ads revenues amounted to [0 -
5]% and LinkedIn’s to [0 -5]%.131 
(170)  With respect to online search advertising services  specifically, where LinkedIn 
is not active, Microsoft, with a market share no greater than [5-10]% in any 
EEA Member S tate, is  a small player , well behind Google.  
(171)  With respect to online non -search advertising, b oth Microsoft and LinkedIn are 
active. However, the Parties are small players , with a combined share  by 
revenue no greater than [5 -10]% in any EEA Member S tate (with the e xception 
of France, where the combined share is [5-10]%).132 The online non -search 
advertising sector is fragmented and led by Facebook and Google, each with 
revenues several times greater the Parties’ combined revenues.  
(172)  Moreover, Microsoft’s presence  in on line non -search advertising is limited to 
advertising space offered  on its own properties  (websites), since it has 
outsourced other non -search advertising activities to Verizon's AOL  until 2025, 
thus withdrawing from selling online display ads.  
(173)  Finally, th e Commission notes that LinkedIn’s online non -search advertising 
business specifically relates to non -search advertising services on (professional) 
social networks.  Based on the Parties’ estimates,133 in a possible market segment 
including all social networks, LinkedIn would be a  much smaller player in terms 
of advertising revenues than Facebook or Twitter. LinkedIn’s share in this space 
would be below 5% in each key EEA country, in most cases being limited to [0 -
5]%, well behind t he market leader Facebook, whose shares are above [60 -70]% 
in most countries.  
(174)  LinkedIn would arguably have a strong position in a hypothetical market limited 
to online non-search advertising on PSNs . However, the Transaction would not 
have any impact on Li nkedIn’s position , given that Microsoft is not active in 
online non -search advertising on PSNs .  
                                                 
130  The T ransaction does not give rise to other horizontal overlaps. In addition to online advertising 
services, as mentioned in p aragraph (3) above, LinkedIn offers online recruitment solutions, PSN 
services, which Microsoft does not offer.  
131  Form CO, Section 6, paragraph 583.  
132  Form CO, Section 6, Table 26.  
133  Form CO, Section 6, paragraph 588.  
34 (175)  In addition to the low market shares, the Commission further n otes that 
respondents to the market investigation confirmed that the Transaction did not 
raise co ncerns with respect to online advertising.134 
(176)  Moreover, the Transaction does not raise competition concerns resulting from 
the possible post -merger combination of the "data" (essentially consisting of 
personal information, such as information about an indivi dual's job , career 
history  and professional connections, and/or her or his email or other contacts, 
search behaviour etc. about the users of their services) held by each of the 
Parties in relation to online advertising.  
(177)  As a preliminary remark, it should be noted t hat any such data combination 
could only be implemented by the merged entity to the extent it is allowed by 
applicable data protection rules. In this respect, the Commission notes that, 
today, Microsoft and LinkedIn are subject to relevant nation al data protection 
rules with respect to the collection, processing, storage and usage of personal 
data, which, subject to certain exceptions,  limit their ability to process the 
dataset they maintain.135 Currently, the data protection rules of the EU Member 
State(s) where Microsoft and LinkedIn have their registered seat and/or where 
they have subsidiaries processing data apply. Since LinkedIn with regard to the 
EU is not processing personal data of its customers outside of Ireland where it 
has its registered  seat, it is currently only subject to Irish data protection rules. 
Likewise, the Notifying Party submits that Microsoft is currently subject to Irish 
data protection rules.   
(178)  Moreover, the Commission notes that the newly adopted General Data 
Protection Reg ulation ("GDPR") ,136 which will establish one single set of rules 
for companies processing personal data in the EU and entered into force on 24 
May 2016, will apply from 25 May 2018. The GDPR provides for a harmonised 
and high level of protection of personal  data and fully regulates the processing 
of personal data in the EU, including inter alia the collection, use of, access to 
and portability of personal data as well as the possibilities to transmit or to 
transfer personal data . This may further limit Micro soft's ability to have access 
and to process its users' personal data in the future since the new rules will 
strengthen  the existing rights and empowering individuals with more control 
over their personal data  (i.e. easier access to personal data; right to  data 
portability; etc.).  
(179)  Assuming such data combination is allowed under the applicable data protection 
legislation, there are two main ways in which a merger may raise horizontal 
issues as a result of the combination under the ownership of the merged entity of 
two data sets previously held by two independent firms. First, the combination of  
two datasets post -merger may increase the merged entity's market power in a 
hypothetical market for the supply of this data or increase barriers to 
                                                 
134  Responses to questionnaire to advertisers Q8 of 14 October 2016, questions 2 and 3.  
135  Directive 95/46 /EC of the European Parliament and the Council of 24 October 1995 on the protection 
of indiv iduals with regard to the processing of personal data and the free movement of such data  
("Data Protection Directive"),  OJ L 281, 23.11.1995, pp.31 -39. Article 7(b) -(f) of the Data Protection 
Directive lays out the situations where the personal data of a d ata subject may be processed without the 
consent of the data subject.  
136  Regulation (E U) 2016/679 o f the European Parliament and of the Council of 27 April 2016 on the 
protection of natural persons with regard to the processing of personal data and on the free movement 
of such data, and repealing Directive 95/46/EC ( "General Data Protection Regulation " or "GDPR" ), 
repealing the Data Protection Directive, OJ L 119, 4.5.2016, pp. 1 -88.  
35 entry/expansion i n the market for actual or potential competitors, which may 
need this data to operate on this market. Competitors  may indeed b e required to 
collect a larger dataset in order to compete effectively with the merged entity 
than absent the merger. Second, even  if there is no intention or technical 
possibility to combine the two datasets, it may be that pre -merger the two 
companies were competing with each other on the basis of the data they 
control led and t his competition would be eliminated by the merger.  
(180)  In the case at hand, however, the Transaction does not give rise to this type of 
concerns in relation to online advertising. First, Microsoft and LinkedIn do not 
make available their data to third parties for advertising purposes, with very 
limited exceptions.137 Second, the combination of their respective datasets does 
not appear to result in raising the barriers to entry/expansion for other players in 
this space, as there will continue to be a large amount of internet user data that 
are valuable for advertising  purposes and that are not within Microsoft 's 
exclusive control . Third, the Parties are small market players and compete with 
each other only to a very limited extent in online advertising and its possible 
segments.  
(181)  Therefore, the Transaction does not rais e serious doubts as regards its 
compatibility with the internal market with respect to online advertising.  
4.2 Assessment of non -horizontal effects  
4.2.1 Legal framework  
4.2.1.1  Vertical non -coordinated effects  
(182)  According to the Non -Horizontal Guidelines,138 non-coordinated effects may 
significantly impede effective competition as a result of a vertical  merger if such 
merger gives rise to foreclosure. Foreclosure occurs where actual or potential 
competitors ' access to supplies or markets is hampered or elimin ated as a result 
of the merger, thereby reducing th ose companies' ability and/or incentive to 
compete.139 Such foreclosure may discourage entry or expansion of competitors  
or encourage their exit.140 
(183)  The Non -Horizontal Guidelines distinguish between two forms of foreclosure. 
Input foreclosure occurs where the merger is likely to raise the costs of 
downstream competitors  by restricting their access to an important input. 
Customer foreclosure occurs where the merger is like ly to foreclose upstream 
competitors  by restricting their access to a sufficient customer base.141 
(184)  In assessing the likelihood of an anticompetitive foreclosure scenario, the 
Commission examines, first, whether the merged entity would have, post -
merger, the ability to substantially foreclose access to inputs  or customers , 
second, whether it would have the incentive to do so, and third, whether a 
                                                 
137  Under partnership agreement whereby Microsoft outsourced its online no n-search advertising services  
to AOL, for AOL to provide the outsourced services , […]. See Form CO, Annex 7.  
138  Guidelines on the assessment of non -horizontal mergers under the Council Regulation on the control 
of concentrations between undertakings (" Non-Horizontal Guidelines "), OJ C 265, 18.10.2008, p. 6 -
25. 
139  See Non-Horizontal Guidelines, paragraph 18.  
140  See Non -Horizontal Guidelines, paragraph 29.  
141  See Non -Horizontal Guidelines, paragraph 30.  
36 foreclosure strategy would have a significant detrimental effect on 
competition .142 
4.2.1.2  Conglomerate non -coordinated effe cts  
(185)  According to the Non -Horizontal Guidelines, in the majority of circumstances, 
conglomerate mergers will not lead to any competition problems.143 However, 
foreclosure effects may arise when the combination of products in related 
markets may confer on the  merged entity the ability and incentive to leverage a 
strong market position from one market to another closely related market by 
means of tying or bundling or other exclusionary practices.  While tying and 
bundling have often no anticompetitive consequenc es, in certain circumstances 
such practices may lead to a reduction in actual or potential competitors ' ability 
or incentive to compete. This may reduce the competitive pressure on the 
merged entity allowing it to increase prices.144 
(186)  In assessing the likelih ood of anticompetitive foreclosure effects, the 
Commission examines, first, whether the merged firm would have the ability to 
foreclose its actual or potential competitors , second, whether it would have the 
economic incentive to do so and, third, whether a  foreclosure strategy would 
have a significant detrimental effect on competition, thus causing harm to 
consumers.145 
4.2.2 Foreclosure of competing providers  of CRM software solutions  
4.2.2.1  Industry overview and trends  
(a) CRM software solutions  
(187)  The worldwide market for CRM  software solutions has being growing in the last 
years and it is set to grow further in the near future. Figure 1 below shows the 
evolution of the aggregated revenue s of providers  of CRM software solutions in 
the period 2007 to 2015 as reported by the third party analyst Gartner.146 
                                                 
142  See Non -Horizontal Guidelines, paragraph 3 2. 
143  See Non -Horizontal Guidelines, paragraph 92. 
144  See Non -Horizontal Guidelines, paragraph s 91 and 93.  
145  See Non -Horizontal Guidelines, paragraph 9 4. 
146  Form CO, Annex 10, Figure 1; Notifying Party's  response to RFI n. 24, question 5; Schaeffer , C., 
"CRM So ftware Market Share Report 2016",  CRMSearch, available at  
http://www.crmsearch.com/crm -software -market -share.php , viewed on 10 November  2016 . 
37 Figure 1: Evolution of the worldwide market for CRM software solutions 2007 -2020  
(revenues, billion USD)  
 
Source:  Gartner, Notifying Party's estimates.  
(188)  Figure 1 shows the steep growth of revenues for CRM software solutions  at 
worldwide level, set at 16% in 2015 over 2014 and 12.3 % in 2016 over 2015.147 
The growth of the market for CRM software solutions was even greater in the 
EEA, where it was above 24% in 2015 over 2014.148 
(189)  On the basis of the data collected by Gartner, the significant growth of the 
market for CRM software solutions  is driven by the growth of the revenues for 
cloud services, which grew by 27% in 2015 over 2014, while revenues for on -
premises new licenses declined by 1% over the same period,149 as shown in 
Figure 2 below.  
                                                 
147  Compared to 2015, in 2016 the revenues f or CRM software solutions grew more than any other 
segment within EAS, which overall grew only 3.4%. Form CO, Annex 10, Table  1. 
148  Form CO, Annex 10, Table 3. Gartner does not report figures for the EEA, so this is a proxy based on 
Western and Eastern Eur ope data.  
149  Form CO, Annex 10, page 12 and Figure 1 . 0102030405060
2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020


40 Figure 5: CRM competitive landscape  
 
Source: Form CO, Section 6, paragraph 492.  
(194)  In this fragmented competitive landscape, the major players are Salesforce, 
SAP, Oracle, Microsoft, and Adobe .  
(195)  Salesforce entered the CRM software solutions  market in 1999 and grew 
significantly ever since. Currently Salesforce is  the largest vendor overall in the 
market for CRM software solutions worldwide (the second in the EEA), as well 
as in the CSS and Sales segments (both worldwide and in the EEA). It is  also 
growing in the marketing segment. Salesforce pioneer ed the use of cloud 
computing and all of its CRM software solutions run entirely in the cloud . As a 
result, today Salesforce is the leader by revenues in the provision of CRM cloud 
services, as illu strated by Figure 6 below.  
Figure 6: Revenues of the main providers of CRM software solutions  - cloud segment 
(worldwide , bill ion USD)  
 
Source: Form CO, Annex 10 . 
(196)  In 2010 Salesforce acquired Jigsaw , rebranded D ata.com , an online business 
directory of companies and business professionals . In September 2016, 

41 Salesforce introduced Einstein, a functionality powered by machine learning 
("ML") and predictive analytics built into the core of Salesforce's platform, 
which " leverages all the data in Salesforce —customer data; activity data from 
Chatter [Salesforce's enterprise social network], email, calendar and 
ecommerce; social data streams such as tweets and images; and even [Internet 
of things] signals ."154 It has a premium price positioning. While over 70% of its 
revenues come from North America, Salesforce is expanding its footprint within 
Europe with additional data centers, new offices and sales staff.155 Salesforce is 
considered to have the highest priced services in the market. 156 CRM 
competitors and customers responding to the market investigation have rated 
Salesforce as the most competitive player with respect to all parameters of 
competition but price.157 
(197)  Headquartered in Germany, SAP is the leading provider of EAS and in the 
overall market for CRM software solutions in the EEA. It is the second largest 
player in the market for CRM software solutions worldwide. It offers a variet y 
of CRM software solutions (on premises, cloud and hybrid) i n the following 
segments : (i) Sales; (ii) Marketing;  (iii) DC; and (i v) CSS.  SAP incorporated  
ML capabilities in their products.158 In particular its application "A utomated 
SalesForecast " offers ML based on data in CRM cloud software solution and 
unstructured text from emails and the Web.159 CRM competitors and customer s 
responding to the market investigation have rated SAP third in terms of 
competitiveness of its offering with respect to t he functionalities offered.160 
(198)  Oracle is the third player in the market for CRM software solutions, both 
worldwide and in the EEA. Oracle offers a complete and integrated CRM 
solution, including Sales, Marketing, DC and CSS as well as social and pricing 
information in relation to an organisation’s customers.161 In 2016, to improve its 
offering in EAS , including  CRM software solutions, Oracle announced 
"Adaptive Intelligent Applications" , providing  ML powered by digital consumer 
and business data from Oracle’s D ata Cloud .162 Oracle’s Data Cloud provides 
access to over 5 billion global consumer  profiles and 400 million B2B163 
profiles from more than 1 500 data providers.164 Based on the Gartner 2015 
report, Oracle is offering aggressive pricing, with most clients being able to get 
                                                 
154  http://www.salesforce.com/company/news-press/press-releases/2016/09/160919.jsp 
155  Gartner Report: Market Share Analysis -- Customer Relationship Management Software, Worldwide 
2015. Form CO, Annex 10, pages 17-18; https://www.salesforce.com/ 
156  Gartner Report: Market Share Analysis -- Customer Relationship Management Software, Worldwide 
2015. Form CO, Annex 10, page 19. 
157  Responses to questionnaire to CRM Competitors Q5 of 14 October 2016, question 26, and 
questionnaire to CRM Customers Q7 of 14 October 2016, question 26. 
158  Agreed non-confidential minutes of the conference call with SAP held on 3 November 2016, point 2. 
159  SAP "Machine learning goes mainstream" available at: http://news.sap.com/machine -learning -goes-
mainstream/  
160  Responses to questionnaire to CRM Competitors Q5 of 14 October 2016, question 26, and 
questionnaire to CRM Customers Q7 of 14 October 2016, question 26. 
161  Oracle CRM sales prospector , http://www.oracle.com/us/products/applications/social-
crm/054233 html  
162  Oracle "Adaptive Intelligent App s" available at https://cloud.oracle.com/en US/adaptive-intelligent-
apps. See also : "Oracle Unveils Its Next Generation Cloud Strategy: Intelligent Applications ", at 
https://www.oracle.com/corporate/pressrelease/oracle-unveils-intelligent-applications-091916.html  
163  See https://www.oracle.com/corporate/pressrelease/oracle-launches- b2b-data-marketplace-
081216.html  
164  See https://www.oracle.com/corporate/pressrelease/oracle -revolutionizes -data-analytics -091916.html  
42 attractive discounts and leverage promotional programs.165 CRM competitors 
and customers responding to the market investigation have rated Oracle  the 
second most competitive player in terms of price (on par with Adobe) and third 
in terms of competitiveness of its offering with respect to the functionalities 
offered and the ease of use.166 
(199)  Microsoft is the fourth operator in the market with revenues of approximately 
USD 1 billion with its Dynamics 365 solution available both on premises and as 
cloud solution. While Microsoft's CRM software solutions cover  all CRM 
segments , the majority of its revenue s are generated  in the Sales segment . In 
spring 2016, Microsoft launched several ML services for CRM users  based on 
customers' organization  data and accessible third -party data . CRM competitors 
and customer s responding to the market investigation have rated Microsoft as 
the most competitive player with respect to price and ease of use (the latter on 
par with Salesforce) and second to Salesforce in term s of functionality and 
support.167 
(200)  Adobe is a U.S. software company that offers creative, marketing and document 
management solutions. In the CRM software solution market, Adobe's cloud 
offering is limited to the Marketing segment.168 Through Adobe Analytics, 
Adobe offers solutions for applying real-time analytics and detailed 
segmentation across all marketing channels.169 CRM competitors and customers 
responding to the market investigation have rated Adobe the second most 
competitive player in terms of price (on par with Oracle) and reputation and 
third with respect to ease of use.170 
(201)  While the market for CRM software solutions appears to be competitive when 
customers look for a CRM software solution for the first time, the ability of 
customers to switch providers of CRM software solutions once the choice has 
been made appears to be limited.171 Indeed, all CRM customers responding to 
the market investigation have indicated that switching is not easy. While several 
examples of customers switching have been brought to the Commission's 
attention,172 it appears that switching implies for customers certain non-trivial 
costs, such as the cost of training users on a new system, the cost of integrating 
the new CRM software solution with the existing systems, etc. Interoperability 
issues have been raised with respect to the transfer of the customer's 
organization data from one CRM software solution to another.173 In this context, 
                                                 
165  Gartner Report: Market Share Analysis -- Customer Relationship Management Software, Worldwide 
2015. Form CO, Annex 10, page 21. 
166  Responses to questionnaire to CRM Competitors Q5 of 14 October 2016, question 26, and 
questionnaire to CRM Customers Q7 of 14 October 2016, question 26. 
167  Responses to questionnaire to CRM Competitors Q5 of 14 October 2016, question 26, and 
questionnaire to CRM Customers Q7 of 14 October 2016, question 26. 
168  Adobe Marketing Cloud, available at: http://www.adobe.com/uk/marketing-cloud.html   
169  Adobe Analytics, available at: http://www.adobe.com/marketing-cloud/web-analytics html  
170  Responses to questionnaire to CRM Competitors Q5 of 14 October 2016, question 26, and 
questionnaire to CRM Customers Q7 of 14 October 2016, question 26. 
171  One possible explanation for this is that future profits to be realised on customers not switching 
suppliers are competed away ex ante when CRM software solutions providers compete for new clients. 
172  See, in particular, responses to questionnaire to CRM Competitors Q5 of 14 October 2016, question 
27. 
173  Responses to questionnaire to CRM Customers Q7 of 14 October 2016, question 18, questionnaire to 
additional CRM Customers Q18 of 28 October 2016, question 3, and questionnaire to CRM 
Competitors Q5 of 14 October 2016, question 27. 
43 IBM explained that "[o]ur sales processes and tooling are now very intertwined. 
It would be a multi-year effort to move our sales force from one platform to 
another "174, while Mapei stated that " it is difficult to replace only single 
functionality [sic] inside the CRM platform ."175 A CRM supplier stated that 
"[f]or customers of CRM software solutions, switching provider is not easy and 
requires significant cost and time. "176 
(b) Sales intelligence solutions 
(202)  The sales intelligence solutions market is highly fragmented and features many 
providers, such as Dun & Bradstreet, Data.com, Nimble, Avention, 
DiscoverOrg, ZoomInfo, InsideSales, InsideView, Madison Logic, and 
LinkedIn's Sales Navigator, as shown in Figure 7  below.  
Figure 7: Sales Intelligence solutions competitive landscape 
 
Source: G2 Crowd Report for Sales Intelligence, Form CO, Annex 8. 
(203)  Each provider of sales intelligence solutions has a specific focus and a 
differentiated offering: some focus on discrete industries and provide in-depth 
information about selected or major industry participants; others provide general 
market intelligence and basic contact information about potential points of 
contact for sales generation. For example, Dun & Bradstreet offers data on more 
than 85 million companies, 100 million people across 900 industries.177 
Zoominfo has data on almost 200 million business people across 100 countries 
with 50 thousand contacts added daily.178 InsideSales maintains a sales database 
with over 100 billion interactions.179 Avention provides data on over 53 million 
companies, sourced from over 100 data partners, from searching over 1 billion 
web pages and from 20,000 real-time news sources, including social media,180 
                                                 
174  IBM's response to questionnaire to CRM Customers Q7 of 14 October 2016, question 18. 
175  Mapei's response to questionnaire to CRM Customers Q7 of 14 October 2016, question 18. 
176  Agreed non-confidential minutes of the conference call held on 28 October 2016. 
177  http://www.dnb.co.in/IndiaSite/sales marketing solutions/sms-hoovers.aspx  
178  http://www.zoominfo.com/business/why-zoominfo#coverage  
179  https://uk.insidesales.com/products/platform/  
180  https://www.avention.com/onesource-advantage  

44 as well as data on over 40 million executives in th e worlds.181 InsideView 
provides contacts on almost 5 million companies and 8 million contacts in 
Europe and it has been built specifically for sales and marketing 
professionals.182 LinkedIn's Sales Navigator draws from LinkedIn’s database of 
430 million profi les (of which 105 million are actively maintained) .  
(204)  The market investigation showed that, in this highly fragmented and 
differentiated market, customers tend to use different sales intelligence solutions 
depending on the specific needs of the sales team ( e.g. financial companies 
sourcing sales intelligence solutions with access to financial datasets) and to 
multisource.183  
(205)  In the market investigation, all responding providers of sales intelligence 
solutions have indicated that entry in the market is easy.184 In this respect, Dun 
& Bradstreet  stated that "[t]he proliferation of entrants into the sales 
intelligence solutions market demonstrates the ease with which a new player can 
create and distribute a new and competitive solution. Due to the availability of 
SaaS hosted solutions, as well as marketplaces such as Salesforce’s 
appexchange or Microsoft’s AppSource, a new sales intelligence solutions 
provider can launch with little to no up -front investment. "185 In the same vein, 
Madison Logic  explained that "[m]any data providers and platforms have 
provided APIs to connect into their data set. This makes creating a sales 
intelligence platform relatively straight forward to bring to market ."186 
(206)  Sales intelligence solutions  can be used as a complement to CRM software 
solutions, and in particular CRM Sales solutions, as they provide useful insights 
which can increase the productivity and effectiveness  of sale forces. In this 
respect an industry report, based on the results of a customer survey, reported 
that "[u]sers appre ciated sales intelligence products that connected directly to 
their CRM programs, allowing them to easily build lists and manage contacts. 
Users noted that this added integration can offer increased automation and do 
more to organize leads ."187 Such compleme ntarity is also shown by the 
existence of partnerships between sales intelligence solutions providers and 
providers  of CRM software solutions, such as those between LinkedIn, on the 
one hand, and Microsoft and Salesforce, on the other hand. Notwithstanding  
this, sales intelligence solutions have only played a limited role historically, in 
particular in the EEA compared to North America.188  
                                                 
181  https://www.quora.com/What -is-onesource -database -most -effectively -used-for 
182  https:/ /www.insideview.com/relevance/  
183  Responses to questionnaire to CRM Customers Q7 of 14 October 2016, question s 12 and 25.  
184  Responses to questionnaire to Sales Intelligence Solutions Competitors Q6 of 14 October 2016, 
question 15. 
185  Dun & Bradstreet 's response to questionnaire to Sales Intelligence Solutions Competitors Q6 of 14 
October 2016, question 15 . 
186  Madison Logic 's response to questionnaire to Sales Intelligence Solutions Competitors Q6 of 14 
October 2016, question 15 . 
187  Form CO, Annex 8 ,G2 Crowd Report for Sales Intelligence . 
188  For example, see  Salesforce's response to questionnaire to CRM Competitors Q5 of 14 October 2016, 
question 30. 
With specific regard with Sales Navigator, this is confirmed by the fact that today more than […]% of 
Sales Navigator's sales are to customers in the United States, while customers in the EMEA regions, 
including Europe, Middle -East and Africa, account for approximately […]% of the total. Based on 
LinkedIn's estimate, these figures would not change in the nex t years with most of Sales Navigator's 
 

46 Microsoft  [0-5]% [0-5]% [10-
20]%  [10-
20]%  [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% 
Adobe  [0-5]% [0-5]% [0-5]% [0-5]% [10-
20]%  [10-
20]%  [0-5]% [0-5]% [0-5]% [0-5]% 
IBM  [0-5]% [0-5]% [0-5]% [0-5]% [10-
20]%  [10-
20]%  [0-5]% [0-5]% [0-5]% [0-5]% 
Others  [50-
60]%  50-
60]%  [20-
30]%  [20-
30]%  [40-
50]%  [40-
50]%  [60-
70]%  [60-
70]%  [70-
80]%  [60-
70]%  
Source: Form, CO, Annex 9, documents 4, 5 and Annex 10 ; Salesforce's response to RFI n. 1.  
(211)  Microsoft is the fourth operator in the market, with worldwide and EEA market 
shares by revenue both at [0 -5]%. Microsoft has a larger segment share in the 
CRM Sales segment  where it is the second operator both worldwide at EEA 
level after Salesforce, the leader.  
(212)  On the basis of the data presented in the above Table 2, the concentration level  
in the market for CRM software solutions and in all segment s thereof  is below 
2000 , except in the CRM  Sales  segment  worldwide where it is above 2000 due 
to Salesforce 's high market share.  
(213)  On the basis of the estimates provided by the Notifying Party, Microsoft's 
position would not be different even if looking at market segmentations by type 
of service, customer size, customer industry or between B2B and B2C 
functionalities.194 Indeed, the Notifying Party  estimates that its segment share in 
cloud -based and on premise CRM solutions in the EEA  was respectively [5 -
10]% and [5 -10]% in 2015.195 At worldwide level in 2015, in relation to cloud -
based CRM software solutions, Salesforce is the leader with a [30 -40]% 
segment share by revenue, followed  at distance by Adobe, Oracle and then 
Microsoft, which was the fourth operator with a segment share of approximately 
[0-5]%.  
(214)  Moreover, the Notifying Party estimates that its market share does not exceed 
[10-20]% in CRM software solutions purchased by smal l and medium business 
nor in CRM software solutions purchased by large enterprises worldwide or in 
the EEA.196 
(215)  In addition, with respect to a potential segmentation by customer industry, the 
Notifying Party submits that it would not be active in the distinct  market 
segment for CRM fo cusing on the healthcare sector,197 which is the only 
segment identified in the Commission's past decisions.  
(216)  Finally, on the basis of the estimates provided by the Notifying Part y, 
Microsoft's segment shares in the overall B2B and B2C CRM segments appear 
to be in line with Microsoft's market shares in the market for CRM software 
                                                 
194  Concentrations levels could not be calculated in any of these possible segments as the Notifying Party 
only provided data on Microsoft's share and the total market size.  
195  Form CO, Section 6, paragraph 488.  
196  Form CO, Section 6, paragraph 489 and Table 19.  
197  Form CO, Section 6, paragraph 494. The Notifying Party  was not aware and not able to estimate the 
market share figures for other possible industry segments (such as healthcare or financial).   The 
Notifyin g Party submitted that, while there are certain customers which purchase Microsoft's CRM 
software solutions as base platform to build their own industry specific solutions, such sales represent 
[10-20]% or less of Microsoft's worldwide and EEA -wide CRM rev enues . 
47 solutions. Likewise, Microsoft's shares in the B2B and B2C sub-segments  
within Sales, CSS, Marketing an d DC appear to be in line with Microsoft's 
segment shares in, respectively, the Sales, CSS, Marketing and DC  segments.  
(b) Sales intelligence solutions  
(217)  Based on the Notifying Party’s estimates, LinkedIn’s market share in the market 
for sales intelligence solutions would be well below [20 -30]% at worldwide 
level and in the EEA, and most likely below [10 -20]%,198 with the rest of the 
market being highly fragm ented.  
4.2.2.3  Conglomerate non-coordinated  effects  
(218)  As mentioned in paragraph (206) , sales intelligence solutions, such as Sales 
Navigator offered by LinkedIn, can be used  as a complement to CRM software 
solutions, and in particular CRM Sales solutions, such as those offered by 
Microsoft. Therefore, sales intelligence solutions and CRM software solutions 
can be considered complementary or at least closely related products w ithin the 
meaning of paragraph 91 of the Non -Horizontal Guidelines.  
(219)  During the market investigation a concern has been raised that, post -
Transaction , Microsoft could bundle or tie Sales Navigator with its CRM 
software solution s, or undertake other exclusi onary practices , so that customers 
of a competing CRM software solution would not have access to Sales 
Navigator . As a result of this strategy, customers of competing CRM software 
solutions would shift to Microsoft and other providers of CRM software 
solut ions would be foreclosed.199  
(220)  Accordingly, the Commission analysed whether the Transaction could confer on 
the merged entity the ability and the incentive to leverage its market position 
from sales intelligence solutions  to the CRM software solution market  by means 
of bundling , tying or other exclusionary practices , as well as whether such 
potential conduct would have an effect on competition . 
(a) Notifying Party's view  
(221)  The Notifying Party submits that Microsoft  would not have the ability and the 
incentive to foreclose access to Sales Navigator to its competitors in the CRM 
software solutions market. First, neither Microsoft nor LinkedIn have significant 
market power in respectively the CRM software solutions mark et and sales 
intelligence solutions market. Second, LinkedIn's Sales Navigator is not an 
important asset in the CRM software solutions market. Third, several alternative 
providers would remain active in the sales intelligence solutions market. 
Moreover, Mi crosoft would not have any incentive to foreclose since most of 
Sales Navigator's revenues come from customers of competing CRM software 
                                                 
198  The Parties were not aware and not able to estimate  the total figure for revenues from sales intelligence 
solutions in the EEA  and provided the above estimates using two methodologies: (i) as a proxy based 
on LinkedIn' market position in North Am erica, as they do not have any reasons to believe that it is 
likely that LinkedIn  has a higher share in the EE A than it does in North America (North America 
market shares as based on the third party report " InsideSales Sales Acceleration Technology Market 
Size Study ", Form CO, Annex 8), and (ii) estimating a total market size by summing up the turnovers 
of LinkedIn's competitors active in the market  (Form CO, Annex 29).  
 Concentrations levels could not be calculated as the Notifying Party only provided data  on Microsoft's 
share and the total market size.  
199  No concerns have been raised with respect to the reverse conduct, that is to say a possible foreclosure 
of competing providers of sales intelligence solution as a result of bundling or tying of Microsoft' s 
CRM software solutions with Sales Navigator or other exclusionary practices.  
48 solutions and any foreclosure strategy would negatively impact Microsoft's 
overall revenue.  
(b) Commission's assessment  
(i) Ability to foreclose  
(222)  The Commission considers that post -Transaction the merged entity would not 
have the ability to foreclose CRM software solutions competitors for the 
following reasons.  
(223)  First, taking into consideration paragraph 25 of the Non-Horizontal Gui delines , 
the Commission considers that LinkedIn does not have a strong market position 
within the meaning of paragraph 93 of the Non -Horizontal Guidelines in the 
sales intelligence solution market , which it could leverage to foreclose 
competing providers o f CRM software solutions. Indeed, as illustrated in 
Section 4.2.2.2 (b), on the basis of the Parties' best estimates, LinkedIn ’s current 
market share in the sales i ntelligence solutions market  would be well below [20-
30]% at worldwide level and in the EEA , and most likely below [10-20]%.  
(224)  Moreover, as described in Section 4.2.2.1 (b), the market for sales intelligence 
solutions is a highly fragmented and differentiated market where LinkedIn ’s 
Sales Navigator  appears to be  only one of the many alternative  solutions 
available .200 In this respect the Commission notes that none of the CRM 
customers responding to the market investigation has indicated that it currently 
purchases Sales Navigator, and they have instead stated to be using alternative 
products such as Avention, Data.com, Dun & Bradstreet, InsideView , as well as  
self-developed solutions.  
(225)  Likewise, while  respondents have acknowledged the specific qualities of 
LinkedIn’s database (in particular its accuracy and updated nature), when asked 
about alternatives to Sales Navigator in a post -Transaction scenario, the maj ority  
of the  respondents to the market investigation noted that there will remain many 
alternative solutions in the market including Avention, Data.com, Dun & 
Bradstreet, InsideView, Twitter and others.201 As illustrated in paragraph (203) , 
those alternative providers of sales intelligence solutions have also access to 
significant databases, which are comparable to LinkedIn.  
(226)  Second, even if, notwithstanding the above , Sales Navigator  were to be 
considered a particularly important product for CRM customers, in particular for 
customers of CRM Sales software solutions, the Commission considers that  the 
pool of customers of Sales Navigator  that purchase also CRM software solutions 
would not be large enough for the analysed risk of foreclosure to arise.   
(227)  Indeed, as stated in paragraph (206) , generally sales intellig ence solutions have 
only played a limited role historically, in particular in the EEA. With specific 
regard to Sales Navigator, at the end of 2015 on a worldwide basis, only 
                                                 
200  These alternative solutions are viewed as substitutes even if they are differentiated as they can cater for 
the different CRM -needs of individual companies. As a result, the  market for sales intelligence 
solutions  is a competitive one with differentiated products where the supplier of each individual 
product does not enjoy "local" market power as customers view the alternative products as substitutes.  
201  Responses to questionnaire to CR M Customers Q7 of 14 October 2016, question 25, questionnaire to 
CRM Competitors Q5 of 14 October 2016, question 36, questionnaire to additional CRM Customers 
Q18 of 28 October 2016, question 9, and questionnaire to Sales Intelligence So lutions Competitors Q6 
of 14 October 2016, question 21.  
49 […]%202 and […]%203 of respectively Microsoft's and Salesforce’s CRM 
customers (accounting together for around [50-60]% of the CRM Sales segment 
both worldwide and in the EEA) were also LinkedIn's Sales Navigator 
customers.  
(228)  While the importance of sales intelligence  solutions for CRM customers  is 
expected to grow over the next two to  three years,204 the evidence in the 
Commission’s file suggests that such increase would not significantly affect the 
number of CRM software solutions customers which are also using Sales 
Navigator. Notably, while Microsoft’s internal documents show an incre ase by a 
factor of […] in the penetration of Sales Navigator on its CRM online customer 
base, thus excluding Microsoft's on -premises customers, in 7 years  post-
Transaction, such increase is from […]% in 2015 to only […]%  in 2021 for the 
CRM software soluti ons which should benefit from the analysed foreclosure 
strategy, as shown in Figure 8 below.  
Figure 8: […] 
[…] 
Source: Form CO, Annex 5, Document 8.  
(229)  Third, the Commission considers that competing CRM software solution 
providers may have the ability to undertake effective and timely counter 
strategies which could defeat the merged entity’s foreclosure effort. Indeed, the 
Commission notes tha t, in a scenario where the importance of sales intelligence 
solutions increases, given the differentiated nature of these products and the 
tendency of customers to multisource ,205 also other solutions than the one 
offered by LinkedIn may become more importan t than they are today. In this 
context, providers of CRM software solutions could start partnering with sales 
intelligence solutions providers other than LinkedIn. In this respect the 
Commission notes that already today Salesforce has partnerships not only  with 
LinkedIn but also with Dun & Bradstreet .206 
(ii) Incentive to foreclose  
(230)  As regards  Microsoft's incentive to foreclose competing providers of CRM 
software solutions through bundling or tying the Parties' offerings, or through 
other exclusionary practices, post-Transaction, the Commission notes the 
following.  
(231)  The results of the market investigation were not conclusive regarding the 
merged entity's incentive to foreclose. While half of the responding CRM 
competitors expressed the view that Microsoft would hav e such incentive, the 
                                                 
202  Form CO, Annex 5, Document 46, spreadsheet "Synergies", Sales Nav igator  % penetration in 
Dynamics Online CRM accounts . 
203  The number of Sales Navigator's seats with Salesforce's customers is based on Figure 9 and data 
contained in Form CO, Annex 5, Document 46, spreadsheet "Synergies". The total number of  
Salesforce's CRM seats has been calculated dividing Sales force's revenue ([…]) by the value of 
Salesforce's most expensive CRM product ([…]).  
204  See paragraph (207)  above.  
205  See paragraph (204) above . 
206  Dun & Bradstreet provides information on several million companies to be included in Data.com, 
Salesforce's sales intelligence solution . See 
http://investor.dnb.com/releasedetail.cfm?releaseid=602322  
50 other half did not express a view in this regard.207 Likewise, the overwhelming 
majority of customers were not able to provide a view as to whether Microsoft 
will continue offering Sales Navigator on a standalone basis post -Transaction.208 
Competing providers of sales intelligence solutions, on the contrary, 
unanimously considered that Microsoft would not have any reasons to stop  
offering Sales Navigator  to customers of competing CRM software solutions.209 
In this respect, MadisonLogic stated that "Microsoft CRM solution today is not 
the market leader. Salesforce.com dwarfes Microsoft 's market  share  [sic] . If 
Microsoft were to cut off access to Sales Navigator from any other CRM 
solution they would alienate themselves from where their custome rs are and 
need that data ".210 Similarly, Dun & Bradstreet  noted that "limiting access to 
Sales Navigator would reduce [Microsoft’s] ability to drive revenues from 
LinkedIn’s properties since Dynamics CRM has a relatively limited reach 
according to most anal yst reports ."211 
(232)  The Commission also notes that it is not clear to what extent such foreclosing 
strategy would be profitable for Microsoft.  
(233)  Indeed, on the basis of the estimates carried out in a pre -Transaction standalone 
scenario, Sales Navigator's revenues , accounting for almost […]% of LinkedIn's 
total revenue, are expected to significantly increase to approximately […]  by 
2019.212 These revenues would be generated mostly (over […]) from customers 
of other providers of CRM software solutions, as it is the case today where only 
[…] of Sales Navigator's customer base uses Microsoft’s CRM software ( Figure 
9). 
Figure 9: […] 
[…] 
Source: […], Annex to RFI n. 11.  
(234)  The fact that access to the customer base of competing CRM software solutions 
providers is an important distribution channel for Sales Navigator is confirmed 
by the partnership agreements into which LinkedIn has entered. Indeed, pre -
Transaction LinkedIn had entered into partnerships with both Microsoft and 
Salesforce and the partnership with latter has been renewed […] i n July 2016213 
after the announcement of the Transaction. […].214 Moreover, in September 
2016, LinkedIn announced new integration partnerships also with other 
providers of CRM software solutions  including SAP, Oracle, NetSuite, Hubspot, 
                                                 
207  Responses to questionnaire to CRM Competitors Q5 of 14 October 2016, questions 32, 33 and 34.  
208  Responses to questionnaire to CRM Customers Q7 of 14 October 2016, question 2 3, and questionnaire 
to additional CRM Customers Q18 of 28 October 2016, question 7. 
209  Responses to questionnaire to Sales Intelligence Solutions Competitors Q6 of  14 October 2016, 
questions 16.  
210  Madison Logic's response to questionnaire to Sales Intelligence Solutions Competitors Q6 of 14 
October 2016, question 16 . 
211  Dun & Bradstreet 's response to questionnaire to Sales Intelligence Solutions Competitors Q6 of 14 
October 2016, question 16 . 
212  Form CO, Annex 5, Document 46.  
213  On 19 July 2016, LinkedIn and Sal esforce entered a new partnership agreement, for […].  
214  See Salesforce and LinkedIn partnership agreement " Copy of ISVForce Reseller Agreement dated 15 
January 2013; Amendment to ISVForce Reseller Agreement dated 28 January 2016 ", Form CO,  
Annex 16. Response to RFI 15, question 2.  
51 and SugarCRM .215 Finally,  an internal document of LinkedIn shows that 
integrating Sales Navigator with CRM software solutions delivers significant 
value by improving product engagement, reducing the number of customers 
leaving the service and preventing customers from working with  other sales 
intelligence solutions that scrape LinkedIn's data from the web.216  
(235)  Moreover, the Commission notes that LinkedIn's Sales Navigator has higher 
yearly average revenue per user (“ARPU”) and a higher  profit margin compared 
to Microsoft's CRM softwa re solutions.217 Further, Microsoft's current revenues 
from the licensing of cloud -based CRM  software solutions are expected  to grow 
up to USD […] by 2019 . By that time,  Sales Navigator's standalone revenue will 
grow to approximately […]. T herefore , revenues generated from Sales 
Navigator are estimated to account for […]% of Microsoft's cloud -based  CRM 
revenues by 2019. 218   
(236)  In this context, considering the tendency  of CRM customers  not to change 
providers of CRM software solutions219 and the limited fo recast in the expansion 
of the number of customers CRM software solutions that also purchase Sales 
Navigator , any strategy reducing or denying sales of Sales Navigator to 
customers of competing providers of CRM software solutions risks translating 
in signi ficant losses which may not be compensated by the gains from 
expanding market shares in the CRM software solutions market.  
(237)  In line with this, the Commission notes that internal documents of Microsoft 
evidence its incentive to continue LinkedIn's collaborat ion with other providers 
of CRM software solutions. For example,  the minutes of an executive meeting 
of June 2016, after the Transaction was agreed, report a recommendation to 
maintain  "partnerships with key CRM providers ".220 Likewise, in an internal 
email of May 2016 it is highlighted that " Salesforce sees value in LinkedIn and 
we [Microsoft]  want that relationship to continue ".221 In the same vein, in its 
synergy documents, Microsoft estimates that, in the next years […].222 
Therefore, Microsoft, similar to Li nkedIn absent the Transaction, is likely to 
have the incentive to further improve Sales Navigator and grow its customer 
base, irrespective of a customer's provider of CRM software solutions, in order 
to meet its revenue targets.  
(238)  In light of the above, the Commission considers that, post -Transaction, 
Microsoft  is unlikely to  have the incentive  to foreclose competing providers of 
CRM software solutions by engaging in bundling, tying or other exclusionary 
practices  in relation to Sales Navigator and its CRM software solution.  
(iii) Overall likely impact on effective competition  
(239)  As regards the impact of a foreclosure strategy by Microsoft on the market for 
CRM software solutions, in the market investigation the overwhelming majority 
                                                 
215  See https://business.linkedin.com/sales -solutions/blog/linkedin -sales -navigator/linkedin -launches -crm-
partner -program . 
216  LSS CRM Partner Program Deck Final, Annex to RFI 11 . 
217  […]. See Form CO, Annex 5, Document 46, spr eadsheet "Synergies".  
218  Form CO, Annex 5, Document 46, spreadsheet "Synergies".  
219  See paragraph (201)  above . 
220  Form CO, Annex 5 – Document 38.  
221  Form CO, Annex  17. 
222  Form CO, Annex 5, Document 46, spreadsheet "Synergies".  
52 of CRM customers and all provider s of sales intelligence solutions considered 
that the Transaction would not have any impact on their company or on the 
market for CRM software solutions.223 Likewise, CRM competitors, i.e. those 
companies which would be allegedly foreclosed, did not  raise co ncerns as 
regards possible conglomerate foreclosure effects stemming from the 
Transaction, and initial concerns raised by a CRM competitor w ere eventually 
superseded by later submissions, where that competitor minimized its prognosis 
of the anticompetitive  effect s of any bundling , tying and other exclusionary 
practices  undertaken by Microsoft post -Transaction .224 
(240)  The Commission considers that the Transaction is unlikely to have a negative 
impact on effective competition, in particular with regard to prices an d choice in 
the market for the provision of CRM software solutions, as the effect of 
Microsoft's potential exclusionary practices  is unlikely to be enough to reduce 
the ability and incentives to compete of other providers of CRM software 
solutions . 
(241)  In this  respect the Commission notes, first, that is unlikely that if Sales 
Navigator were to be available only with Microsoft's CRM software solution, 
this would prompt CRM customers to switch to Microsoft. No CRM customer 
responding to the market investigation stated that it would stop  considering 
acquiring CRM software solutions from other providers in case Microsoft were 
to start offering Sales Navigator only with its CRM software solution.225 In this 
regard, a customer explained that it would not switch because  "the ecosystem for 
other providers is more robust and provides much better opportunity to leverage 
best in class partner solutions (e.g., Sugar, [Salesforce] , Oracle Sales CRM) . In 
addition the flexibility to customize with other competitors is greater 
([Salesforce] and Sugar) ".226 227 Likewise IBM stated that it would not switch as 
LinkedIn is not the only provider of business data and other suppliers are likely 
to offer competing solutions. 228  
(242)  Such statements made by customers in the market investigation are  in line with 
the Commission's findings as regards the unwillingness of CRM customers to 
switch providers of CRM software solutions  and the existence of several 
alternatives to Sales Navigator.  
(243)  Second, the Commission notes that, even if all customers of Sa les Navigator, 
current and estimated in the near future, were to switch to Microsoft's CRM 
software solution, quod non , the increase in Microsoft’s market share in the 
CRM software solutions market and Sales segment thereof would be limited. 
                                                 
223   Responses to questionnaire to CR M Customers Q7 of 14 October 2016, questions 30 and 
31,questionnaire to additional CRM Customers Q18 of 28 October 2016, questions 14 and 
15,questionnaire to Sales intelligence solutions Competitors Q6 of 14 October 2016, question 24, 25 
and 26.  
224  See r esponses to questionnaire to CR M Competitors Q5 of 14 October 2016, question 47.2.   
225  Responses to questionnaire to CR M Customers Q7 of 14 Oct ober 2016, question 24, and r esponses to 
questionnaire to additional CRM Customers Q18 of 28 October 2016, question 8.  
226  Automatic Data Processing 's response  to questionnaire to additional CRM Customers Q18 of 28 
October 2016, question 8.   
227  More general ly, diversion from Salesforce to Microsoft may stay low as CRM customers buy a bundle 
of CRM software solutions (see r esponses to questionnaire to CRM Customers Q7 of 14 October 
2016, question 4 ) and are unlikely to switch to Microsoft because of just one particular CRM software 
solutions , especially if switching is costly as described in Section 4.2.2.1  (a). 
228  Responses to questionnaire to CR M Customers Q7 of 14 Oc tober 2016, question 24.  
53 Indeed, today the total number of Sales Navigator's seats is approximately[…], 
while Microsoft has approximately […] with its CRM software solution: 
therefore, even assuming that no customer of Sales Navigator  was a customer of 
Microsoft's CRM software solution, a switc h of all Sales Navigator's customers  
to Microsoft's CRM software solution would increase Microsoft's customer base 
only by […] and have a negligible impact in Microsoft's market shares in the 
CRM software solutions market and Sales segment. On the basis of  the Parties' 
estimates, by 2021 the total number of Sales Navigator's seats  would  amount to  
[…], while Microsoft would have  approximately […] seats  with its CRM 
software solution : therefore , even assuming that all customer s of Sales 
Navigator would consti tute additional  customer s for Microsoft CRM 's software  
solution,  a switch of all Sales Navigator's customers  to Microsoft's CRM 
software solution would increase  Microsoft's  customer base by only […] and 
have a negligible impact in Microsoft's market shares in the CRM software 
solutions market and Sales segment.  
(244)  Finally, as described in Section 4.2.2.1 (a), the C ommission notes that the CRM 
software solutions market is competitive and is characterised by the presence of 
strong competitors, such as Salesforce, Oracle and SAP, with market shares 
much larger than  Microsoft.  
(iv) Conclusion  
(245)  In light of the above, the Comm ission considers that the Transaction does not 
give rise to serious doubts with regard to its compatibility with the internal 
market as a result of conglomerate foreclosure effects to the detriment of 
competing providers of CRM software solutions .229 
4.2.2.4  Vertica l non -coordinated effects (input foreclosure)  
(246)  During the market investigation, competing CRM software solutions providers 
claimed that LinkedIn full data, including but not limited to those displayed via 
Sales Navigator, would constitute in the near future  an important input within 
the meaning of paragraph 31 and 34 of the Non -Horizontal Guidelines for the 
provision of advanced functionalities in CRM software solutions through so 
called ML.230 On this basis a concern has been raised mainly by one third party 
that post -Transaction Microsoft could restrict access to LinkedIn full data for the 
purposes of ML in competing CRM software solutions, thereby making  it harder 
for other providers of CRM software solutions to compete and to bring 
innovation in the market.  
(247)  As a preliminary remark, the Commission notes that, currently, LinkedIn does 
not make available LinkedIn full data, or a subset thereof, to third parties for 
ML. Sales Navigator is the only offering through which LinkedIn currently  
                                                 
229  For the sake of clarity, antitrust rules, in particular article 102 TFEU will continue to  apply to the 
merged entity after the closing of the Transaction, regardless of the  outcome of the present assessment 
under the Merger Regulation . 
230  ML is based on algorithms that can learn from, process and rank data to make useful predictions to its 
users. Applied to CRM software solutions, ML can sort, integrate and understand data of CRM 
customers' organizations and other data sets a vailable in the market to then suggest the best next action 
for the CRM product user . The market investigation  has confirmed the general  market  expectation that 
ML will increase its importance for CRM software solutions in the next two to three years ; see 
Responses to questionnaire to CRM Customers Q7 of 14 October 2016, question 28, questionnaire to 
additional CRM Customers Q18 of 28 October 2016, question 12, and questionnaire to CRM 
Competitors Q5 of 14 October 2016, question 39 . 
54 makes available a subse t of LinkedIn full data to  third parties for CRM 
purposes . In this context, the above -mentioned concern expressed by one third 
party is predicated on the assumption that, absent the Transaction , LinkedIn 
would have started monetising LinkedIn full data. Th is monetization strategy 
would have concerned in particular the CRM industry, with, on the one side, an 
inclusion of more LinkedIn's data in Sales Navigator, to make it the primary 
sales intelligence solution and, on the other, an increase in the integrati on with 
CRM software solutions.231  
(248)  In this respect , the Commission notes that, first, it is unclear at this stage 
whether LinkedIn wou ld indeed have started licensing LinkedIn full data to third 
parties absent the Transaction . Indeed as mentioned in paragraph (254) , 
LinkedIn’s pre -Transaction internal documents contain no reference to the 
possible licensing of LinkedIn f ull data, or a subs et thereof, to any third party , 
including CRM software solution providers . This is in particular because, 
LinkedIn's business model , and the value of the data it collects,  are based on its 
users' willingness to update their profiles and engage with LinkedIn services , 
which may be undermined should users become aware that LinkedIn grants third 
parties access to their data, albeit in a way that is consistent with applicable data 
protection laws.  
(249)  Second, if LinkedIn did not have the incentiv e to start monetising LinkedIn full 
data on a stand -alone basis , and if Microsoft post -Transaction had access to 
these data and started using them to improve its own CRM software solutions, 
the Transaction may even  have  pro-competitive effects, as it would  allow for the 
possibility of new products, or improvements to existing products in the market, 
to the benefit of consumers, based on a  dataset to which otherwise no one would 
have had access . 
(250)  Therefore, the Commission considers that there is uncertainty a s to whether in 
the near future LinkedIn full data would effectively become  an important input 
within the meaning of paragraph 31 and 34 of the Non -Horizontal Guidelines . 
(251)  Nonetheless , the Commission has analysed whether the Transaction could 
confer on the merged entity the ability and the incentive to reduce competition 
by restricting access to an important input to its downstream competitors, in the 
event that , absent the Transaction, LinkedIn would have started monetising its 
data by licensing the Link edIn full data to CRM customers  and competing 
providers of CRM software solutions232 and/or, post-Transaction , Microsoft 
would start using th ese data for its own CRM software solution . 
(a) Notifying Party's view  
(252)  The Notifying Party submits that Microsoft  would not have the ability and 
incentive to foreclose its competitors from the provision of ML in the CRM 
software solutions market. First, LinkedIn full data , or a subset thereof,  are not 
an important input to develop ML for CRM software  solutions. Second, there 
are alternative data available in the market from other vendors. Third, 
                                                 
231  Salesforce's response  to questionnaire to CRM competitors Q5 of 14 October 2016, question 42. 
232  The Commission understands that for LinkedIn full data to be used for ML on a given CRM software 
solution a licence may be needed not only for the vendor of such CRM software solut ion but also for 
the customer using that CRM software solution . 
55 Microsoft's CRM competitors already provide ML for their CRM software  
solutions.233 
(b) Commission's assessment  
(i) Ability to foreclose  
(253)  The Commission considers that post -Transaction the merged e ntity would not 
have the ability to foreclose competing providers of CRM software solutions  as, 
in any event, by reducing access to LinkedIn full data, it is unlikely to 
negatively affect the overall availability of data for ML in CRM software 
solutions .  
(254)  First, taking into consideration paragraph 25 of the Non -Horizontal Guidelines, 
the Commission considers that LinkedIn does not appear to have a significant 
degree of market power within the meaning of paragraph 35 of the Non -
Horizontal Guidelines in any p otential relevant upstream market,  which in this 
case would be an hypothetical market or segment  for the provision of data for 
the purposes of ML in CRM software solutions.234 Indeed,  as stated in paragraph 
(203) , LinkedIn does not currently license any data to any third party and the 
only data valuable for CRM purposes that it makes available to third parties are 
those displayed to users of Sales Navigator, irrespective of whether or not Sales 
Navigator is  integrated with CRM software solutions (none of which are, 
however, currently used for ML). Moreover, LinkedIn’s internal documents 
show  that, absent the Transaction, while LinkedIn was planning to enhance the 
sales of Sales Navigator's subscriptions, […],235 no reference was made to the 
possible licensing of LinkedIn full data , or a subset thereof, to any third party, 
including for ML purposes.236 
(255)  In this context , the Commission notes that, as mentioned in para graph (177) , 
Microsoft is subject to European data protection laws which limit its ability to 
undertake any treatment of LinkedIn full data. While , today's  LinkedIn 's privacy 
policy allows to  share the personal data it collect s, process es, store s and use s 
with its controlling companies, this is only for the purposes described in the 
privacy policy itself.237 Moreover, the Commissi on notes that the newly adopted 
General Data Protection Regulation, which will apply from 25 May 2018, may 
further limit Microsoft's ability to undertake any treatment of LinkedIn full data 
by strengthening the existing rights and empowering individuals with more 
control ov er their personal data (i.e. easier access to personal data; right to data 
portability; etc.).  
(256)  Second, the Commission considers that LinkedIn full data, or a subset thereof,  
cannot be qualified as, and is not likely to become in the next two to three years , 
                                                 
233  Notifying Party's  response to RFI n.21 and Annex Q.1 of 16 November 2016.  
234  If LinkedIn was active in the provision of data to third parties for ML, the hypothetical market or 
segment for the provision of data for the purposes of ML in CRM software solutions  would be the 
narrowest segment where LinkedIn would be active and which would be relevant for the assessment in 
this Section.  
235  See paragraph (234)  above.  
236  See LinkedIn's response to RFI n.11 and Annexes.  
237  According to its current privacy policy LinkedIn will provide personal data to third parties (i) with the 
user's consent, (ii) where it is necessary to carry out the user's instructions, (iii) in order to provide 
LinkedIn's current features and functionality to the user, (iv) when LinkedIn believes it is required by 
law, or (v) as necessary to enforce LinkedIn's user  agreement or protect the rights, property, or safety 
of LinkedIn, its members and visitors and the public.  
56 an important input within the meaning of paragraph 34 of the Non -Horizontal 
Guidelines with respect to the provision of ML in CRM software solutions.  
(257)  Indeed, the Commission notes that, although in the market investigation all 
CRM competitors and half of  the customers considered that LinkedIn full data  
may be, or will be, important for ML in CRM software solutions,238 all major 
CRM vendors have already started offering advanced functionalities to their 
CRM customers based on ML, or plan to do so in the next  two to three years, 
and none of these offerings has been developed or requires for its use access to 
LinkedIn full data .239  
(258)  Furthermore, Microsoft’s internal documents concerning the Transaction, 
including the synergies plans , do not mention the use of LinkedIn full data, or a 
subset thereof, for ML (be it for CRM software solutions or other purposes).240 
Likewise, [CONFIDENTIAL] .241  
(259)  In addition, the Commission understands that, even if LinkedIn full data, or a 
subset thereof, were to be used in the near futur e for ML in CRM software 
solutions, it would constitute only one of the many types of data which are 
needed for this purpose. Indeed, the data that are needed for ML in CRM 
software solutions  come from essentially two data sources: in-house customer 
data u ploaded in the CRM software and complementary third party data.242  
(260)  In-house customer da ta uploaded in the CRM software relates to accounts, 
service tickets, interactions, leads , etc. These data are by definition available to 
each relevant provider of CRM software solutions and availability of such data 
will not be affected by the Transaction.  
(261)  Third party data relevant for ML can be different depending to the use case and 
the relevant industry. The data collected by LinkedIn are one source of the t hird 
party  data which could be used  for ML  and may be relevant for certain use cases 
in certain industry sectors,243 but not for others. Considering the quality of the 
data collected by LinkedIn244 and the submissions of the Notifying Parties245 and 
third parties in the context of the market investigation,246 the Commission 
understands that LinkedIn full data  may be relevant for the CRM B2B Sales and 
B2B Marketing sub -segments, but not for others. In this regard, SAP stated that 
"LinkedIn is only o ne data source. Depending on the use case, other types of 
                                                 
238  Responses to questionnaire to CRM Competitors Q5 of 14 October 2016, question 40, questionnaire to 
CRM Customers Q7 of 14 October 2016, question 29, and questionnaire to additional CRM Customers 
Q18 of 28 October 2016, question 13.  
239  See Section 4.2.2.1 (a) above , as well as, Agreed non -confidential minutes of the conference call with 
SAP held on 3 November 201 6 and r esponses to questionnaire to CRM Competitors Q5 of 14 October 
2016, question  37. 
240  Form CO, Annex 5.  
241  Response to RFI n.10 and Annexes.  
242  In this regards see Agreed non -confidential minutes of the conference call with SAP held on 3 
November 2011, point 4. 
243  For example, a customer active in the f inancial sectors, Provident Financial Management Services 
Ltd., explained that " We currently do not use social media as a way to co mmunicate with our 
customers and do not recruit new customers by using Linkedin ," response to questionnaire to Sales 
Intelligence Solutions Competitors Q6 of 14 October 2016, question 22 . 
244  See footnote 54. 
245  Notifying Party's response to RFI n. 15. 
246  For example, Response to RFI n. 16; Agreed non -confidential minutes of the conference call with SAP 
held on 3 November 2016 . 
57 data might be more relevant than LinkedIn. It is difficult to predict how this will 
evolve in the future ."247 In the same vein Oracle explained that " there is not one 
dataset with the highest value [a s input for ML], but that it is about having 
numerous types of data. Therefore, not only the quality, but also the quantity 
and the variety are important. "248 
(262)  Finally, the Commission notes that there are many other possible sources of data 
which are already available for ML. In this respect all providers of sales 
intelligence solutions replying to the market investigation stated that the data 
included in their sales intelligence solutions could be used by providers of CRM 
software solutions to provide ML.249 Dun & Bradstreet , whose data are currently 
available for ML, explained that ML " allows the onboarding [sic] and analysis 
of data from any source. To that end, data acquired from any sales intelligence 
provider could be used in that fashion if licensed for su ch a purpose either 
through a partnership or by the end customer. Avention Data.com Dun & 
Bradstreet InsideView Twitter And others ." Likewise, Madison Logic  stated that 
"[i]nsights from sales intelligence would be very valuable for usage inside of 
CRM with  a machine learning approach ." 
(263)  Moreover , CRM customers, even those considering that LinkedIn full data may 
be, or will be,  important for ML in CRM software solutions , explained that there 
are alternatives.250 For example, IBM explains that " LinkedIn data is very useful 
but is not the only source of data. There are many sources of unstructured 
information about commercial markets and cognitive solutions can interrogate 
and make sense of those ." Automatic Data Processing, Inc.  stated that "[t]he 
data needed to leverage predictive analytics to target companies using 
qualitative needs -based solutions is already readily available. This data 
includes company firmographics  [sic] , news, regulatory change, information 
about companies similar to the prospect, competitor  announcements, internal 
intelligence on win loss reasons, publicly available leadership change 
information, pending legal issues and financial earnings announcements ." 
(264)  Among the CRM competitors , while  there is a general  acknowledg ment of  the 
specific qualities of LinkedIn full data (in particular its accuracy and updated 
nature), when asked about the existence of alternatives the views were mixed. 
SAP, Oracle and two other providers  of CRM software solutions  stated that 
there are alternat ives,251 while Salesforce, Zoho and E -Deal expressed the 
opposite view.252 In this respect, the Commission notes that Salesforce, Zoho 
and E -Deal  already offer, or plan to do so in the next two to three years, ML 
without access to LinkedIn's full data.253  
                                                 
247  Agreed non -confidential minutes of the conference call with SAP held on 3 November 2011, point 5. 
248  Agreed non -confidential minutes of the conference call with Oracle  held on 7 November 2011, point 8. 
249  Responses to questionnaire to Sales Intelligence Solutions Competi tors Q6 of 14 October 2016, 
question 22. 
250  Responses to questionnaire to CRM Customers Q7 of 14 October 2016, question 29, and questionnaire 
to additional CRM Customers Q18 of 28 October 2016, question 13. 
251  Oracle's r esponse to questionnaire to CRM Competitors Q5 of 14 October 2016, question 46; Agreed 
non-confidential minutes of the conference call with a  CRM provider held on 28 October 2016; 
Agreed non -confidential minutes of the conference call with SAP held on 3 No vember 2011 ; Agreed 
non-confidential minutes of the conference call with another CRM provider  held on 3 November 2011 , 
point 6.  
252  Response to questionnaire to CRM Competitors Q5 of 14 October 2016, question 46 . 
253  See paragraph (257)  above.  
58 (ii) Incen tive to foreclose  
(265)  As regards Microsoft's incentive to foreclose CRM competitors by restricting 
access to LinkedIn full data, the Commission notes the following . 
(266)  The results of the market investigation were not conclusive , with half of the 
responding CRM co mpetitors claiming that Microsoft would have such 
incentive and another half that could not express a view.254  
(267)  The Commission also notes that it is not clear to what  extent any such 
foreclosing strategy would be profitable for Microsoft.  Indeed, as LinkedIn  full 
data are not yet made available in the market, it is not possible to estimate what 
could be the actual profits that LinkedIn, and post -Transaction Microsoft, would 
derive from the licensing of that dataset. However, Sales Navigator is a tool 
which al lows for the display of a subset of LinkedIn full data and could 
therefore be considered a useful proxy to estimate the losses that the merged 
entity would incur if it were to engage in a foreclosure strategy. In this regard, 
the Commission notes that […].255 If, as in the complainants' view, LinkedIn full 
data are an unique input for ML in CRM software solutions, the profits that 
LinkedIn and the merged entity could derive from its licensing should be at least 
on par, or more likely greater, than those gener ated today from Sales Navigator.  
(268)  Furthermore, as noted in paragraph (261) , LinkedIn full data are likely to  be 
relevant , if at all,  for ML in  the CRM B2B Marketing and B2B Sales sub -
segments . As shown in Table 2, Microsoft has a marginal presence with a 
market share at most of [0 -5]% in the  EEA CRM Marketing segment  overall. 
While Microsoft has a larger presence in the CRM Sales segment, it is second to 
Salesforce whose market share is more than twice as high in the EEA and more 
than three times higher worldwide, and it is closely followed b y SAP and 
Oracle, having similar segment shares to Microsoft in the EEA. As noted in 
paragraph (216) , Microsoft's position would not be different if considering the  
B2B segment and sub -segments. Should LinkedIn full data be relevant for ML 
in the overall CRM software solutions market, quod non , Microsoft's market 
share would again be quite limited if compared to the other players active in that 
market.  
(269)  In this contex t, considering the unwillingness  of CRM customers  to switch 
providers of CRM software solutions,256 as well as the fact that today all of 
Microsoft's larger competitors offer, or are going to offer in the near future, ML, 
it appears that any strategy restric ting access to LinkedIn full data to competing 
CRM software solutions risks translating in to significant losses which may not 
be compensated by the gains from expanding market shares in the CRM 
software solutions market . 
(270)  In line with this, the Commission n otes that internal documents of Microsoft 
demonstrate  its incentive to continue its collaboration with other providers of 
CRM software solutions  post-Transaction .257 
(271)  Indirect evidence of the likely incentives of Microsoft is also provided by the 
strategic behaviour adopted by Microsoft with respect to other products in its 
                                                 
254  See responses to questionnaire to CRM competitors Q5 of 14 October 2016, question 44 and 45.  
255  See paragraphs (233)  and (235)  above. This is the case, not only looking at CRM Sales and B2B Sales, 
but also with respect to CRM Marketing and B2B Ma rketing.  
256  See paragraph (201)  above . 
257  See paragraph (237)  above.  
59 portfolio and their integration with CRM software solutions of competitors. 
Indeed, first, the Co mmission notes that certain of the data input currently used 
or envisaged to be used by Microsoft's CRM competitors are emails and 
calendar activities: yet Microsoft makes available to third parties, including 
CRM vendors, Outlook APIs258 and more broadly Office. Furthermore, the 
Commission notes that, contrary to Salesforce (whose ML is included in its 
CRM software), Microsoft had plans, absent the Transaction, to offer  […].259 
(272)  In light of the above, the Commission considers that, post -Tran saction, it is at 
least unclear  whether Microsoft may have the incentive to foreclose competing 
providers of CRM software solutions by restricting access to LinkedIn full data . 
(iii) Overall likely impact on effective competition  
(273)  As regards the impact of a forec losure strategy on the CRM software solutions  
market , in the market investigation the overwhelming majority of CRM 
customers and all providers of sales intelligence solutions considered that the 
Transaction would not have any impact on their company or on the CRM 
software solutions  market.260 The views of CRM competitors were mixed, with 
half of them considering the impact of the Transaction as negative, and the other 
half not raising any concern.261 
(274)  The Commission considers that the Transaction is unlikely to have a n overall  
negative impact on effective competition in the market for CRM software 
solutions,  and any potential restriction of access to LinkedIn  full data, or subset 
thereof, is unlikely to lead to consumer harm.  
(275)  In this respect the Commission notes,  first, that it is unlikely that if LinkedIn full 
data, of a subset thereof, were to be used for ML only in Microsoft 's CRM 
software solution, this would affect a sufficiently important proportion of 
Microsoft's competitors to result in a significant price  increase or reduction of 
market incentives to innovate. Indeed, as noted in paragraph (261) , LinkedIn full 
data are likely to be relevant , if at all,  for ML in the CRM B2B Marketing and 
B2B Sales sub -segments. As  explained in paragraph  (191) , these sub -segments 
together account for less than 30% of the entire CR M software solutions and are 
expected to account for the same percentage  of the CRM software solutions by 
2020.  
(276)  Second, the Commission recalls that ML in CRM software solutions requires 
access to multiple data sources to provide customers useful insights. LinkedIn is 
only one of such data sources262 which is unlikely to be essential. Therefore it is 
unlikely that competing CRM software providers to whom access to LinkedIn 
full data would be restricted would be hampered in their ability to compete and 
innovate  in the CRM software solutions market or that the mere likelihood that 
the merged entity would carry out a foreclosure strategy would raise barriers to 
entry to potential competitors .  
                                                 
258  On Outlook APIs, see paragraph (322)  below.  
259  See Microsoft's response to RFI n. 21, Annex Q.1.  
260  Responses to questionnaire to CR M Customers Q7 of 14 October 2016, questions 30 and 31, r esponses 
to questionnaire to additional CRM Customers Q18 of 28 October 2016, questions 14 and 15, and 
responses to questionnaire to Sales intelligence solutions Competitors Q6 of 14 October 2016, 
question 24, 25 and 26.  
261  Responses to questionnaire to CRM Competitors  Q5 of 14 October 20 16, questions 47 and 48.  
262  See paragraph (259)  above . 
60 (iv) Conclusion  
(277)  In light of the above, the Commission considers that the Tra nsaction does not 
raise serious doubts with regard to its compatibility with the internal market as a 
result of input foreclosure effects to the detriment of providers of CRM software 
solutions .263 
4.2.3 Foreclosure of competing PSN service providers  
(278)  Some of the p roducts and services  offered by Microsoft (such as OS, 
productivity software and online communications services) are common IT 
products or services that can potentially be used by any consumer or company 
employee. Likewise, LinkedIn's PSN services are pote ntially available to any 
consumer or company employee who has access to an Internet -enabled device. 
As a result, some of Microsoft's products can be considered to be 
complementary or at least closely related to LinkedIn's PSN services within the 
meaning of  paragraph 91 of the Non -horizontal Guidelines.  
(279)  Accordingly, the Commission analysed whether the Transaction could give rise 
to conglomerate non -coordinated effects through (i)  foreclosure of providers of 
PSN services that compete with LinkedIn; or (ii) f oreclosure of providers of 
certain IT products that compete with Microsoft.  
(280)  In the present Section, the Commission analyses conglomerate non-coordinated  
effects through the possible foreclosure of competing providers of PSN services.  
The possible foreclos ure of Microsoft's competitors in productivity software and 
in online communications services is analysed in Sections 4.2.5  and 4.2.6  below.  
(281)  The Commission also assessed a possible conduct of the merged entity 
consisting of bundling Microsoft products with LinkedIn's online recruitment 
services. As this conduct could potent ially foreclose not only PSNs but also 
other providers of online recruitment services, it will be analysed separately in 
Section 4.2.4  below.  
4.2.3.1  Market shares  
(282)  This Sec tion sets out available market share data with respect to (i)  PSN 
services; (ii)  OSs; and (iii)  productivity software.  
(a) PSN services  
(283)  The Notifying Party has provided the Commission with market share data for 
PSN services based on desktop traffic in July 201 6.264 According to the 
Notifying Party's data, LinkedIn would hold a market share below [20 -30]% in a 
potential EEA -wide market for PSN services, being the second largest player 
after Facebook (with a market share of over [50 -60]%). At national level, 
Linked In would account for a share of the PSN market between [5 -10]% and 
                                                 
263  For the sake of clarity, antitrust rules, in particular article 102 TFEU will continue to  apply to the 
merged entity after the closing of the Transaction, regardless of the  outcome of the present assessment 
under the Merger Regulation . 
264  The market shares are based on data from Similar Web. Each website's share is based on its total 
traffic comprising all visits to the website in July 2016, with the exception of Facebook, which is 
included with a share of 12.4% of its total traffic, since this is the share of Facebook's daily users that 
match "work" characteristics in all industries (Form CO, Annex 9, Document 2).  



64 Excel and PowerPoint) were taken into account separately. Furthermore, while 
the market shares in Table 5 and 6 above do not cover email and calendaring 
software (such as Outlook), other sets of data available suggest that Microsoft's 
market share is likely to be significantly high in this segment too. In particular, 
the data provided by the Notifying Party regarding email deployment indicate 
that Outlook was deployed in [50-60]% of organisations in Western Euro pe in 
December 2015.277 In addition, according to estimates provided by the Notifying 
Party, Office as a whole has been installed on [70 -80]% of all PCs in Europe in 
the course of 2016.278 
(294)  As regards other productivity software products that are not included i n the 
definition of Office,279 Microsoft's presence appears to be significantly smaller 
than for Office products.280   
4.2.3.2  Conglomerate non -coordinated effects  
(295)  In light of Microsoft's very high market shares in the markets for (i)  OSs for PCs 
in the EEA, and (ii)  productivity software for PCs in  the EEA, as well as some 
of its possible segments as set out in Section 4.2.3.1  above, the Commission 
considers that Microsoft has at least a strong market position within the meaning 
of paragraph 93 of the Non -Horizontal Guidelines in each of those markets. 
Accordingly, the Commission investigated if, after the Transaction, the merged 
entity could have the ability and the incentive t o leverage its strong market 
position from those markets to the market for PSN services by means of 
exclusionary practices.  
(296)  By contrast, the Commission considers that Microsoft does not have a strong 
market position within the meaning of paragraph 93 of th e Non -Horizontal 
Guidelines in other markets which could potentially be considered to be related 
to the market for PSN services. This applies to the markets for OSs for tablets 
and mobile phones (Windows and Windows Phone),281 consumer 
communications service s (Skype Consumer),282 online search services (Bing)283 
and online search advertising services (Bing) discussed in Sections 3.5 and 
paragraph  (150)  and for which Microsoft could provide product bundles or ties 
that include PSN services. In th ose markets, the Commission considers that 
Microsoft's relatively limited market position would prevent it from foreclosing 
competing PSN service providers by means of tying or bundling practices.284  
                                                 
277  Annex 9 to Form CO, Document 6, p. 5. The data provided relate to Microsoft Exchange and 
Microsoft Exchange Online, which can be used in this context as a proxy for Outlook.  
278  Annex 9 to Form CO, Document 6, p. 9.  
279  See footnote 276 above.  
280  For example, with respect to Sharepoint, Microsoft accounts for [5-10]% of revenues in the segment of 
content management software, [10-20]% in file synchronisation and sharing software, [40-50]% in 
enterpr ise portals and [40-50]% in team collaborative applications. Moreover, Microsoft has a market 
share of [10-20]% in publishing products (with Microsoft Publisher) and of [0-5]% in diagramming 
products (with Microsoft Visio ); Notifying Party's response to RF I n. 24, question 3.  
281  See footnotes 270 and 272 above.  
282  Skype  Consumer 's worldwide monthly active users in December 2015 were 272 million (lower than 
WeChat's 650  million , Messenger's 800  million  and WhatsApp 's 990 million ( see Form CO, Figure 
77).  
283  According to the information provided by the Notifying Party, Microsoft's position in online search is 
limited, and in any event not above [10 -20]% in Europe.  
284  Microsoft's market shares in the online search advertising markets in Member S tates are between [0 -
5]% and [5 -10]% (Form CO, Annex 9, Document 8, " Online Search Advertising – Microsoft Share of 
 
65 (a) Notifying Party's view  
(297)  According to the Notifying Party, the Transaction would not lead to foreclosure 
of compet ing SN services, including those that focus on professionals.  
(298)  The Notifying Party argues, first, that, with or without the Transaction, LinkedIn 
would have no ability to foreclose competitors  due to the specific features of the 
market where LinkedIn opera tes. In particular, according to the Notifying Party, 
barriers to entry into SN services are low (as services can be hosted on cloud 
platforms without the need to invest in expensive hardware) and successful 
services can be developed by small teams of deve lopers (as illustrated by the 
entry of Instagram, Snapchat and beBee). Furthermore, the Notifying Party 
claims that multi -homing among users of SN services is high, and provides data 
aimed at supporting its claim. In the Notifying Party's view, users can a nd do 
easily join other social networking services (as all that is required for this 
purpose is to create a profile or to port it from LinkedIn) and they have the 
incentive to do so to maximise the number of professional connections and the 
visibility in t he business community. The Notifying Party also provides data 
aimed at showing that multi -homing users tend to be more engaged than single -
homing users and spend more time on each of the services that they use. In 
addition, in the Notifying Part's view, as  LinkedIn reaches only a limited share 
of addressable demand in terms of active users and time spent, addressable 
demand is large, leaving competitors ample scope for entry and expansion.  
(299)  Second, the Notifying Party argues that the integration of LinkedIn with 
Windows and Office that Microsoft intends to carry out post -Transaction would 
not foreclose competitors. In particular, the Notifying Party submits that 
Microsoft does not control access points to social networking services as 
Windows and Office are n ot "must -have" distribution platforms for social 
networking services. More than 60% of LinkedIn's traffic is currently on mobile 
devices (a share that is growing), where Window has no meaningful presence 
(with a share below […]%). Even on PCs, the Notifyin g Party submits that most 
([…]%) of the social networking traffic does not come though the operating 
system or productivity software, but through search engines and web browsers, 
where Microsoft's presence is limited. In addition, the Notifying Party submi ts 
that p re-installation and integration do not drive substantial sign -ups and 
engagement , as demonstrated by the fact that Skype's pre -installation on 
Windows and integration with Office did not improve Skype's market share, 
which remained flat (while new  entrants such as WhatsApp grew rapidly ). Also, 
according to the Notifying Party, new sign -ups to LinkedIn are mainly driven by 
online search, invitations from existing members and word -of-mouth, while only 
[…]% of sign -ups originate from LinkedIn partners hips. In particular, 
LinkedIn's partnerships with Samsung and Sony mobile devices, with Yahoo! 
and Gmail concerning integration features did not significantly drive LinkedIn 
uptake and engagement, as such features were activated by less than […]% of 
Samsun g/Sony smartphone holders and Yahoo!Mail or Gmail users.   
(300)  Third, the Notifying Party argues that the new services envisaged by Microsoft 
arising from the integration of Microsoft products with LinkedIn would benefit 
                                                                                                                                                 
Supply "). Skype's worldwide monthly active users in December 2015 were 272 million (lower than 
WeChat's 650  million , Messenger's 800  million  and WhatsApp 's 990 million (Form CO, Figure 77). 
Skype for Business' market share was [10-20]% worldwide in 2015 in terms of revenues (Form CO, 
Table 30).  
66 consumers and cause no harm to competit ion. The Notifying Party argues that 
such services would not involve forcing any products on customers, who would 
be free to decide whether they want these enriched experiences. Moreover, it 
argues that these services would not involve any degradation of c ompeting 
products. This is because Microsoft currently provides APIs that enable third 
parties to develop software add -ins for Outlook and actively encourages third 
parties to do so because add -ins improve the Outlook user experience and 
increase the value  of Microsoft products. The Notifying Party submits that, post -
Transaction, Microsoft intends to continue making these APIs available and to 
further develop the add -in APIs to provide third parties with additional ways in 
which to integrate with Office.  
(b) Commission's assessment  
(301)  In this Section, the Commission assesses the concern that the combination of 
LinkedIn's PSN services with Microsoft's PC -based OSs and productivity 
software could lead the merged entity to leverage its strong market position 
from the  markets for PC -based OSs and for productivity software to the market 
for PSN services, where LinkedIn's position is already strong, thereby 
foreclosing competitors in that market and harming competition.  
(302)  On the basis of the submissions from respondents t o the market investigation, 
the Commission has identified two key sets of practices through which the 
merged entity may be able to foreclose competing providers of PSN services by 
leveraging its position in the markets for PC -based OSs and for productivity  
software in the EEA.  These practices consist of:  
 developing and pre -installing a LinkedIn branded application on PCs 
running Windows OS ("pre -installation of a LinkedIn application on 
Windows PCs"); and  
 integrating  LinkedIn  features within  Microsoft' s pro ductivity software (in 
particular, Outlook and other Office products) in various forms, while at 
the same time denying similar levels of integration to competing providers 
of PSN services (" integration of LinkedIn features into Office" and "denial 
of acces s to Microsoft APIs") . 
(303)  In addition, some respondents to the market investigation argued that the 
merged entity could decide to offer a LinkedIn branded application as a tie or 
bundle with Microsoft's productivity software (Office) and foreclose 
competition  for PSNs as a result of such conduct.  
(304)  The Commission considers that the concerns regarding possible tying or 
bundling of Office with a LinkedIn application are unlikely to be well -founded. 
First, unlike the two key sets of practices mentioned in paragrap h (302)  (pre-
installation of a LinkedIn application on Windows PCs  and integration  of 
LinkedIn features into Office ), Microsoft stated that it has no current plans to 
include any LinkedIn branded standalone application with Office or Office 
365.285 Indeed , no such plan  feature s in Microsoft's internal documents reviewed 
by the Commission. Second, Microsoft typically makes available different 
versio ns of Office, some of which includ e additional applications while others 
do not, and it may therefore continue to offer post -Transaction versions of 
Office or Office 365 with and without the LinkedIn application . Moreover,  users 
                                                 
285  Notifying Party's response to RFI n. 21, question 12.  
67 can typically pick and choo se the apps to install when they acquire  perpetual 
licenses to Office.286 All these elements, taken together, suggest that it is 
unlikely that conglomerate effects would arise from a tying or bundling of 
Microsoft's Office with a LinkedIn application. In any  event, competition  rules, 
in particular Article 102 TFEU and Article 54 of the EEA Agreement will 
continue to  apply to the merged entity  post-Transaction , regardless of the  
outcome of the present assessment under the Merger Regulation . Accordingly, 
potent ial tying or bundling of Office with a LinkedIn application will not be 
assessed further in this Decision.  
(305)  In contrast, the pre -installation of a LinkedIn application on Windows PCs , the 
integration of LinkedIn features into  Office and their potential to foreclose 
competing PSN service providers will be examined in detail below.  For this 
purpose, consistent with paragraph 94 of the Non -Horizontal Guidelines,  the 
Commission will examine: (i)  whether the merged entity would have the ability 
to foreclose competing PSN service providers; (ii) whether it would have the 
economic incentive to do so; and (iii)  what overall impact such a foreclosure 
strategy would have on effective competition.  
(i) Ability to foreclose  
(306)  Concerns have bee n raised that, post-Transaction , (i) the pre-installation of a 
LinkedIn application on Windows PCs  and (ii) the integration of LinkedIn 
features into  Office, in combination with the denial of access to Microsoft APIs, 
would enable the merged entity to fore close competing providers of PSN 
services in the EEA.  
(307)  In the following paragraphs, the Commission will, for each of th ose two sets of 
practices , analyse their technical feasibility, their likely impact on LinkedIn's 
user base and activity, and ultimately on competing PSN providers.  
Pre-installation of a LinkedIn application on Windows PCs  
(308)  As regards technical feasibility, Microsoft would first have to develop a 
LinkedIn application for Windows and then pre -install it on Windows PCs on 
the basis of its coop eration agreements with original equipment manufacturers 
(“OEMs ”).287 Typically, OEMs are contractually required to install those 
applications determined by Microsoft on the Windows PCs that they distribute. 
Neither of these steps appears to raise any partic ular technical difficulty for 
Microsoft. In fact, Microsoft has already identified a number of use case 
scenarios that involve pre -installation of a LinkedIn application on Windows 
PCs, specifically Windows 10 PCs.288 In particular, Microsoft envisages 
possi bly developing a LinkedIn application and including it as a "tile" in the 
Windows 10 start menu and on the desktop.289 In terms of timing, according to 
information submitted by the Notifying Party, the development of a LinkedIn 
                                                 
286  Notifying Party's response to RFI n. 21,  question 12.  
287  Microsoft traditionally sells the OSs it develops via three distribution channels: (i) to OEMs which 
preinstall Windows on the devices they sell; (ii) upgrade versions in bulk to business customers; and 
(iii) as individual copies through the retail channel  (Form CO, paragraph 744) . The information 
provided by the Notifying Party indicates that sales through OEMs account for the large majority of 
sales of the Windows 10 OS (Notifying Party's submission of 13 November 2016 at 15:07).  
288  Form  CO, Section 6, paragraph 270 and Table 14.  
289  Form CO, Table 14.  
68 application and its pre -instal lation on Windows 10 PCs could be implemented in 
a relatively short timeframe, that is to say […].290  
(309)  Regarding the impact of pre -installation of a LinkedIn application on Windows 
PCs, the Commission notes that, in principle, s oftware pre -installation can m ake 
switching more difficult, in view of users' inertia which leads to the so -called 
"status quo bias ."291 
(310)  In the present case, competing providers of PSN services  who replied to the 
market investigation confirmed that pre -installation of a LinkedIn applicat ion on 
Windows PCs would be likely to significantly increase the number of LinkedIn's 
members and their engagement and eventually foreclose competing PSN service 
providers.  
(311)  According to XING, pre -installation of an application on a device can 
significantly  drive an application's distribution and, therefore, its usage. In 
support of its claim, XING submits that its experience with the pre -installation 
of the XING application on Windows mobile devices for business customers 
was successful (also thanks to user s' ability to access the XING application 
using log -in credentials from the mobile OS), leading to an increase in user 
activity.292 In XING's view, given that Windows is omnipre sent in a work 
environment (with a 90% market share in Germany ) and is the most important 
touchpoint for PSNs, the pre -installation of a LinkedIn application on Windows 
PCs would bring LinkedIn to a very large user base every day.293 According to 
GoldenLine, the impact of such pre -installation would be " enormous " since, 
given that m ost PCs an d laptops run the Windows OS, the LinkedIn application 
would become available to all business PC users .294   
(312)  While the Notifying Party argues that the pre-installation of a LinkedIn 
application on Windows PC s would not drive significant growth in membe rs 
and usage, it has been unable to provide any precise estimates in that respect. In 
addition, given that LinkedIn has not previously been installed on Windows PCs 
or other devices, there are no data available to determine with a sufficient degree 
of cert ainty which impact such a pre -installation would have.  
(313)  The Notifying Party's argument that only […]% of sign -ups to LinkedIn are 
driven by LinkedIn partnerships cannot provide a reliable estimate of the effects 
of a potential pre -installation of a LinkedI n application on Windows PC s 
because those partnerships involved forms of cooperation different from pre -
installation of the LinkedIn application .295 In addition, the Notifying Party's 
argument that pre -installation of the Skype application on Windows PCs di d not 
                                                 
290  Form CO, Table 14.  
291  See Case C -3/39.530 - Microsoft (Tying) , Commission decision of 16 December 2009.  
292  In particular, XING submitted that, in the months following the marketing of Windows Phone devices 
having the XING application pre -installed, it experienced a 400% uplift in installations of the XING 
application, the large majority of which were due to pre -installation. Moreover, the opportunity for 
Windows Phone owners to use log -in credentials from the OS  to use the XING application translated 
into an increase in directly logged -in traffic and in repeat usage.  XING's response to questionnaire to 
social ne tworks Q3 of 17 October 2016, question 34.3, and XING's response to RFI n. 17 , pages  6-7. 
293  XING's response to RFI n. 1, pages 40 and 45.  
294  GoldenLine's response  to questionnaire to social networks Q3 of 17 October 2016, question 34.1.  
295  The information  provided by the Notifying Party indicates that the main partnerships at issue 
concerned LinkedIn's agreements with Sony, Samsung, Yahoo! and Gmail, none of which involved 
pre-installation of the LinkedIn application. See Form CO, footnote 665 and Parties' response to RFI n. 
19, question 1.a.  
69 significantly drive new Skype member uptake (either before or after its 
acquisition by Microsoft) does not appear to be convincing. In that case, Skype 
was preinstalled on more than half of Windows PCs sold to consumers prior to 
its acquisition by Mi crosoft and, therefore, the transaction would have had a 
relatively limited impact in terms of additional installed basis for Skype.296 In 
addition, this meant that precise data were available to the Commission as to the 
impact of Skype's pre -installation  for the purpose of reviewing the proposed 
merger.297 No such data are available in the present case, as LinkedIn has not 
been previously installed on Windows PCs or on other devices. Moreover, the 
data on users' reactions to Skype's pre -installation and on the  impact of Skype's 
pre-installation on Skype's market position (whether before or after its 
acquisition by Microsoft) cannot be used to reliably predict the impact of 
LinkedIn's  pre-installation , as LinkedIn and Skype belong to  different  product 
markets, which may differ  in terms of user behaviour  and other factors298 in 
ways that may influence the impact of pre -installation. As a result, it is not 
possible to rely on those data to exclude any meaningful impact of pre-
installation of a LinkedIn application on  Windows PC s. 
(314)  Nevertheless, on the basis of the limited information available, the Commission 
notes the following.    
(315)  First, according to Microsoft's envisaged pre -installation use case scenarios 
described in paragraph (308)  above, a pre -installed LinkedIn application would 
be particularly prominent to Windows PC users, as it would be included both as 
a "tile" to the Windows 10 Start menu and as an icon on the deskto p. As set out 
above, PCs running Windows OS account for more than […]% of new PCs 
distributed in the EEA and arguably for a similar share of PCs that currently 
exist in the EEA. Accordingly, if Microsoft were to pre -install a LinkedIn 
application on all or  even some Windows PCs, this would be likely to enhance 
LinkedIn's visibility to a very large number of users compared to the pre -
Transaction scenario in which there is no pre -installation of a LinkedIn 
application on Windows PCs.  
(316)  Second , the users towards  whom LinkedIn would gain increased visibility are 
those that so far have accounted for the largest share of LinkedIn's growth, both 
in terms of user base and of usage. Indeed, the majority of users who sign -up to 
LinkedIn currently do so on Windows PCs as  opposed to other PCs or mobile 
devices. This can probably be explained, aside from Windows' very large share 
on PCs, by the fact that users find it more convenient to carry out the tasks 
associated with signing up to a PSN platform (i.e. typing and pastin g career 
related information) on a PC than on a mobile device.  
(317)  According to data submitted by the Notifying Party, the share of LinkedIn 
acquisitions occurring on Windows PCs is […] on an EEA -wide basis and even 
higher in certain EEA countries , including in Germany ( […]), France ( […]) and 
Poland ( […]). These  data are consistent with those provided by XING, 
according to which 74% of new acquisitions to its PSN in the German -speaking 
area299 take place via PCs running the Windows OS.300 As regards PSN user 
                                                 
296  Case M.6281 – Microsoft/Skype , Commission decisi on of 7 October 2011, paragraph  161. 
297  Case M.6281 – Microsoft/Skype , Commission decisi on of 7 October 2011, paragraph  162. 
298  See e.g. the explanation provided in footnote 326 below.  
299  Includi ng Germany, Austria and Switzerland.  
300  XING's response to RFI n. 1, question A.1.a (page 10).  
70 engagement, the data submitted by the Notifying Party suggest that, in Q2 2016, 
[…] of LinkedIn micro -sessions301 and […] of LinkedIn page views in the EEA 
occurred on PCs, while the remaining micro -sessions and page views occurred 
on mobile devices.302  
(318)  Thus,  Windows PCs constitute the most important channel for PSNs to acquire 
new customers, accounting for more than half of total LinkedIn sign -ups. In 
addition, Windows PCs represent an important channel to ensure user 
engagement, accounting for more than 30% of LinkedIn usage. While these 
shares may be partly eroded in the next years due to the further switching of 
some users to smart mobile devices, they are likely to remain significant. 
Moreover, there is no indication that Windows will not continue to be in stalled 
on the vast majority of new PCs that are distributed in the EEA.   
(319)  Accordingly, the Commission considers that the pre -installation of a LinkedIn 
application on Windows PCs could potentially lead to a meaningful increase in 
LinkedIn membership and us er activity.  
(320)  Third , it is doubtful whether competing providers of PSN services may be able 
to deploy effective counterstrategies to offset the effects of pre -installation of a 
LinkedIn application on Windows PCs. This is because OEMs may lack 
incentives to  pre-install a second PSN application which would, in essence, 
duplicate the same functionalities as the LinkedIn application. According to 
PSN respondents to the market investigation, users would be unlikely to decide 
spontaneously to download an applicat ion that is not already pre -installed.303 As 
competing PSN providers would not be afforded equivalent access to customers 
via pre -installation, they would eventually be foreclosed from the market.  
(321)  In light of the above , it is likely that  the merged entity w ould be able to pre -
install a LinkedIn application on Windows PCs and that this may foreclose 
competing providers of PSN services in the EEA or in some EEA countries.  
Integration  of LinkedIn features into Office, including denial of access to 
Microsoft API s 
(322)  Currently, Microsoft enables providers of third -party applications to build add -
ins for Outlook and for other core Office products by making specific sets of 
APIs  publicly accessible for this purpose (the "Outlook APIs" and, together with 
the APIs for Wo rd, Excel and Power Point, the "Office APIs") .304 For example, 
XING currently offers an add -in for Outlook.305 In addition, Microsoft makes 
available the "Microsoft Graph", a unified set of API that includes APIs from 
                                                 
301  As explained by the Notifying Party, a  microsession is a collection of full page views made by a single 
user on a single browser on a single portal. A session is closed and a new one created when (i) there is 
>30 minute of (full page) inactivity; (ii) the midnight PST hard cut -off; (iii) a different member signs 
in on the same browser; or (iv) the same member starts using a different browser or browsing different 
portal instead. (In some cases, members can be in 2+ concurrent sessions if they have multiple open 
browsers logged into LinkedIn). The microsession statistics reflect members logged -in on the 
LinkedIn.com platform . Form CO, footnote 131.  
302  Form CO, Figures 16 and 17.  
303  Response s to questionnaire to social networks Q3 of 17 October 2016, question 34.2. 
304  According to the Notifying Party, t here are currently over 200 add -ins in the Microsoft Office Store 
supporting diverse capabilities including social networking integration, CRM, package tracking, digital 
signature and fax processing, data encrypt ion, and others.  
305  See https://store.office.com/en -001/app.aspx?assetid=WA104379526&ui=en -US&rs=en -
001&ad=US&appredirect=false .  
71 several Microsoft services (the "Microsoft  Graph APIs").306 The Office APIs 
and the Microsoft Graph APIs will be referred to below as "Microsoft APIs".  
(323)  As regards technical feasibility, integration of LinkedIn features into Office and 
denial of access to Microsoft APIs to competing PSN service provi ders do not 
appear to raise any particular technical difficulty for the merged entity. In fact, 
Microsoft has already identified a number of use case scenarios that involve 
integration of LinkedIn features into Outlook and some other Office products.307 
Acco rding to the Notifying Party, the main use cases that allow for the 
integration of LinkedIn features into Office include, for example: (i)  seeing 
information on existing LinkedIn contacts within Outlook (and other core Office 
365 products, such as Word and  Excel); (ii)  adding new LinkedIn contacts from 
Outlook (and other core Office 365 products, such as Word and Excel); 
(iii) making suggestions for new LinkedIn contacts on the basis of the Outlook 
address book (subject to user consent).308 In terms of timing , according to 
information submitted by the Notifying Party, these use case scenarios could be 
implemented in a relatively short timeframe, […].309 With respect to the merged 
entity's possible decision to deny competing PSN service providers access to 
Micros oft APIs, such decision could likely be implemented at any moment.  
(324)  Regarding the impact of integration  of LinkedIn features into Office, competing 
providers of PSN services  who replied to the market investigation confirmed 
that such integration would be l ikely to lead to a significant increase in the 
number of LinkedIn's members and their engagement. In support of their claims, 
PSN respondents submitted  that displaying L inkedIn  profiles within Outlook 
would be "very useful " for users, while displaying L inkedIn  profiles of 
authors /processors  of Excel, PowerPoint or Word documents would be 
somewhat useful  or not useful .310 Moreover, PSN respondents submitted that 
integration would provide LinkedIn with valuable insights on social interactions 
within other Mi crosoft products based on the matching (also by means of 
introducing a unified login and/or address book function) of the LinkedIn user 
data with the user data available to Microsoft through its other services, 
including a user's address book, connections,  email correspondents, meeting 
attendees, etc.311 On this basis, LinkedIn would be able to map a user's network 
and recommend with a high degree of precision new relevant LinkedIn 
                                                 
306  The “Microsoft Graph” is a branded API that enables applications to access user data  and content 
stored within a given cloud application to enable that user to obtain  functionality and services using 
that data. Microsoft and third -party developers can  use the  Microsoft Graph to access Microsoft 
services, to make “calls” on data and  content created by users of these services and to make such data 
and content  accessible to the tenant’s users.  
307  Form CO, Annex 27.  
308  Form CO, Annex 27.  
309  Form CO, Annex 27.  
310  Responses to questionnaire to social networks Q3 of 17 October 2016, question 36.  
311  For completeness, the Commission notes that the use by Microsoft of the user data available to it to 
this end would in any event always be subject to applicable data prote ction rules. Moreover, Microsoft 
submits that it only has access to user data to the extent to which such data is stored in the Microsoft 
cloud, not if user data that is stored on -premise (that is to say on an end user's device). In addition, to 
the extent  to which Microsoft has access to certain user data as a result of providing professional cloud 
services to business customers (for example, the user data concerning the employees of a given 
company using Microsoft's cloud services), Microsoft would also r equire the agreement of the relevant 
business customer. Given the importance of data integrity and confidentiality for these customers and 
the intense competition in the provision of professional cloud services, it is at best uncertain whether 
Microsoft wo uld be able to obtain any such additional consent.  
72 connections, thereby increasing the size of LinkedIn's network and user 
activi ty.312 Moreover, according to PSN respondents, if combined with the 
merged entity's denial of access to Microsoft APIs, such integration could 
eventually foreclose competing PSN service providers. In particular, one 
respondent submitted that Microsoft APIs n eed to be published/specified for 
third -party developers to be able to use them and that Microsoft control s APIs' 
authentication lists and could selectively block APIs' users.313 
(325)  While the Notifying Party argues that the integration of LinkedIn features into  
Office would not drive significant growth in members and usage, it has been 
unable to provide any precise estimates in that respect. In addition, given that 
LinkedIn features have not previously been integrated into Office products in 
the way envisaged by  Microsoft post -Transaction and that there is currently no 
LinkedIn add -in for Office, there are no data available to determine with a 
sufficient degree of certainty which impact the integration of LinkedIn features 
into Office would have on LinkedIn's pos ition.  
(326)  The Notifying Party's argument that LinkedIn's partnerships with Samsung, 
Sony, Yahoo and Gmail did not significantly drive LinkedIn users' uptake or 
engagement314 cannot be used to reliably predict the impact of the integration of 
LinkedIn features into Office. Indeed, there appears to be substantial differences 
between LinkedIn's previous partnerships and Microsoft's envisaged integration 
of LinkedIn features into Office. The partnerships with Samsung and Sony 
enable the display of LinkedIn informat ion on mobile devices, not on PCs.315 
Moreover,  Yahoo ! and Gmail are  email services that  tend to be predominantly 
used for private purposes, while Outlook is very widespread among the 
categories of users for whom integrated LinkedIn features would likely be most 
valuable (i.e. professionals). Finally , using the LinkedIn  features on 
Sony/Samsung phones and within Gmail and Yahoo! requires  some particular 
form of activation on the part of the user .316 This does not appear to be 
necessarily the case for the integr ation envisaged by Microsoft .317  
(327)  Nevertheless, on the basis of the information available, the Commission notes 
the following.    
                                                 
312  Responses to questionnaire to social networks Q3 of 17 October 2016, question 35.1.  
313  XING's response to RFI n. 2, page 4.  
314  According to the Notifying Party, t he LinkedIn integration features have be en activated by less than 
[…] of Yahoo! Mail and Gmail users and by less than […]  of Samsung and Sony smartphone holders.  
315  LinkedIn's partnership with Samsung allows users,  when they email or have a calendar appointment 
with another LinkedIn member, to v iew those members' LinkedIn information on their smartphone 
screen. LinkedIn's partnership with Sony concerns LinkedIn for Info -eye, a plug -in that allows users to 
scan a contact's business card and automatically access their LinkedIn profile on Sony Xperi a 
smartphones. Notifying Party's submission "Second Briefing Paper – No competition concerns in 
social networking services" of 3 November 2016.  
316  In order to display the LinkedIn features, Samsung and Sony smartphone holders must first download 
the Linked In application and then actively syncronise their LinkedIn account with their phone's 
applications. Similarly, activating LinkedIn features within Gmail and Yahoo! mail services requires 
users to either actively synchronise their accounts (in the case of Y ahoo!Mail), or to download a 
browser extension (in the case of Gmail). Parties' response to RFI n. 19, question 1.a and 1.c.  
317  According to the Notifying Party, Microsoft is still at the early stages of discussing and planning 
integration use case scenari os, and the Parties have not yet designed a particular flow or user interface.  
Accordingly, the Notifying Party submits that it remains to be determined exactly what steps a user 
will need to take to activate the integration features. Parties' response to  RFI n. 19, question 1.c.  
73 (328)  First, according to Microsoft's envisaged integration of LinkedIn features into 
Office, the LinkedIn features would be particularly prominent to users of 
Outlook (and potentially other flagship Office products). As set out in 
paragraphs (290) -(293)  above, Office products account for more than […]% of 
productivity software in the EEA. Accordingly, if Microsoft were to integrate 
LinkedIn features  into Outlook (and other flagship Office pr oducts ), this would 
likely enhance LinkedIn's visibility to a very large number of users compared to 
the pre -Transaction  scenario in which there is no such integration.  In addition, 
the ability (subject to user consent) to access Outlook users' address boo ks and 
suggest new LinkedIn connections on this basis may enable the merged entity to 
significantly expand the size of its PSN.  
(329)  Second , if the merged entity were to deny competing providers of PSN services 
access to the Outlook API (and potentially other Microsoft APIs ), such 
providers would likely have no counterstrategy at their disposal to sufficiently 
counter the  merged entity's actions. Given that no alternative productivity 
software suite enjoys a degree of user penetration comparable to Outlook's (an d 
Office's in general), competing PSN service providers would not be able to 
replicate the experience that they would otherwise be able to create with 
Outlook APIs (and potentially other Office APIs).  
(330)  In light of the above, it is likely that  the merged en tity would be able to integrate 
LinkedIn features into Office, while denying competing PSN service providers 
access to Microsoft APIs, and that this may foreclose competing providers of 
PSN services in the EEA or in some EEA countries.  
(ii) Incentive to foreclo se 
(331)  Both the pre -installation of a LinkedIn application on Windows PCs and the 
integration of LinkedIn features into Office are specifically envisaged by 
Microsoft post -Transaction. As a result, the Commission considers that, post -
Transaction, Microsoft wou ld have an incentive to engage both in the pre -
installation of a LinkedIn application on Windows PC s and in the integration of 
LinkedIn  features  into Office, without it being necessary to conduct a detailed 
analysis of Microsoft's incentive to engage in th ose practices.  
(332)  Indeed, Microsoft appears to be well aware of the benefits that those practices 
would create in terms of increased user base and activity of LinkedIn and, as a 
result, of increased monetisation opportunities. This is reflected in Microsoft's  
internal documents relating to the Transaction.318 For example, an internal 
document of Microsoft titled " How Mumbai can help London " mentions several 
"integration opportunities", including with Office 365 […],  leading to benefits 
such as " signups, connecti on density ".319 According to another internal 
document of Microsoft , which sets out LinkedIn's expected synergies in terms of 
new members and engagement , Microsoft expects LinkedIn to gain […] 
(compared to LinkedIn's situation absent the Transaction) .320  
(333)  Moreover, Microsoft's envisaged integration of LinkedIn features into Office 
may create an incentive to deny competing PSN service providers access to 
Microsoft APIs to prevent them from achieving similar levels of integration. 
Internal documents of Micros oft show indeed that Microsoft considers 
                                                 
318  See also Form CO, Section 6, paragraph 238 and following , paragraph 270 and following , Annex 27.  
319  Form CO, Annex 5, document 48, page  3. 
320  Form CO, Annex 5, document 4, page  7. 
74 "competition " among the current " issues " for countries such as Germany (where 
there is currently a PSN service provider competing with LinkedIn) and that 
"drive growth " in Germany is among the " highest priority need s" regarding 
Europe.321 
(334)  In addition, there do not appear to be any factors that are likely to reduce or 
eliminate the incentive of the merged entity to engage in such practices.  
(335)  First, it is unlikely that the merged entity would incur any significant losses by 
engaging in those practices. Even assuming that having a LinkedIn application 
pre-installed on their Windows PCs or having LinkedIn features integrated into 
Office would dissatisfy or frustrate certain users  of Windows PCs or Office, it is 
unlikely that  this would prompt a sufficient number of users to abandon 
Windows or Office and make such pre -installation and integration unprofitable 
for Microsoft.  
(336)  Second, it appears that Microsoft would not abstain from engaging in those 
practices out of fear of vio lating antitrust rules or other legal provisions. As 
explained in paragraphs (308)  and (323)  above, Microsoft has already expressed 
a positive intention internally to engage in those forms of conduct, as reflected 
in a large number of its internal documents.322 It also cannot be excluded that 
Microsoft would be discouraged from denying competing PSN providers access 
to Microsoft APIs on related legal grounds.  
(337)  In light of the above , it is likely that the  merged entity would have the incentive 
to pre -install a LinkedIn application on Windows PCs and to integrate LinkedIn 
features i nto Office while denying access to Microsoft APIs, thereby foreclosing 
competing providers of PSN services in the EEA or in some EEA countries.  
(iii) Overall likely impact on effective competition  
(338)  As explained in Sections (i) and (ii) above, post - Transaction, t he merged entity 
is likely to have both the ability and the incentive to foreclose competing 
providers of PSN services both by (i)  pre-installing a LinkedIn application on 
Windows PCs; and by (ii)  integrating LinkedIn features into Office, while 
denying ac cess to Microsoft APIs. As also explained above, each of those 
practices would likely lead to an increase in the size and usage of LinkedIn's 
PSN platform in a way that competing providers of PSN services would be 
unable to match.  
(339)  In the market investigati on, concerns were raised that, once LinkedIn's PSN 
would grow to the point that the balance would "tip" in LinkedIn's favour, 
competing PSN service providers would be unable to compete effectively 
                                                 
321  Form CO, Annex 5, document 12, page  11. 
322  The Court of Justice has held in connection with a merger involving non -horizontal conglomerate 
effects that the Commission should comprehensively  examine the likelihood of the adoption of a 
certain conduct by the merged entity taking into account both the  incentives to adopt such conduct and 
the factors liable to reduce those incentives, including the possibility that the conduct is unlawful . 
However, according to the Court of Justice, the Commission is not required to carry out a detailed 
assessment in th is respect. According to the Court, " an assessment intended to establish whether an 
infringement of Article [102 TFEU]  is likely and to ascertain that it will be penalised in several legal 
orders would be too speculative and would not allow the Commission to base its assessment on all of 
the relevant facts ". See Case C -12/03 P, Commission v Tetra Laval  [2005] ECR I -987, paragraphs 74 -
75. 
75 against LinkedIn and new entrants would lack the ability or  the incentive to 
enter the markets for PSN services within the EEA.323 
(340)  On the basis of the information available, the Commission considers that 
LinkedIn's growth and the negative impact on competing PSN providers could 
be further enhanced by virtue of the n etwork effects that characterise the market 
for PSN services.   
(341)  Network effects occur when the value of a product or service for a customer 
increases when the number of other customers also using it increases.324 In the 
present case, network effects are like ly to play an important role in light of the 
nature of PSN services. Indeed, professionals tend to benefit as more 
professionals join the network and use it actively, as this is likely to translate 
into a higher number of professional contacts, of profile views and of 
recruitment opportunities. The majority of respondents to the market 
investigation confirmed the importance of network effects for PSN services and 
submitted that the size of the user base is a very important parameter of 
competition in PSN se rvices.325 
(342)  The existence of network effects as such does not a priori indicate a competition 
problem in the market affected by a merger. Such effects may however raise 
competition concerns in particular if they allow the merged entity to foreclose 
competitors and make more difficult for competing providers to expand their 
customer base. Network effects have to be assessed on a case -by-case basis.  
(343)  In the present case, it appears likely that network effects could potentially 
strengthen the foreclosure of competing providers of PSN services that currently 
exist in certain EEA c ountries or of potential new entrants. According to the 
concerns put forward by certain respondents to the market investigation, a s the 
number of members  of LinkedIn  would grow , additional users would be induced 
to join LinkedIn and to generate activity on  its platform . By contrast, 
increasingly fewer users may be induced to join competing PSN service 
providers, as those providers would become less attractive in terms of size of 
their networks and of recruitment opportunities. As a result, this could lead t o a 
slowing down in the grow th of competing PSNs’ member bases and eventually 
to a decline in the activity of competing  PSNs’ actual members who would 
instead  become active on LinkedIn . This trend could continue up to the point 
where the market would "tip"  in favour of LinkedIn's network  and LinkedIn's 
already strong position would become entrenched . 
(344)  Furthermore, it is  doubtful whether the impact of network effects could be 
sufficiently mitigated by multi -homing  (i.e. by the fact that users would choose 
to be active on more than one PSN platform ) or by the entry of potential new 
PSN service providers.  
(345)  As regards multi -homing , actively engaging on a PSN platform usually requires 
users to curate and update their profiles as well as to build and interact with n ew 
contacts. As this can require significant time on the part PSN users, it can in 
some cases act as a disincentive to multi -homing between PSN platforms. This 
                                                 
323  Responses to questionnaire to social networks Q3 of 17 October 2016, questions 32, 33 and 35.  
324  Non-Horizontal Guidelines, paragraph 62 and footnote 64.  Examples include communication devices, 
specific software programmes, products requiring standardisation, and platforms bringing together 
buyers and sellers.  
325  Responses to questionnaire to social networks Q3 of 17 October 2016, questions 21, 26 and 30 . 
76 factor distinguishes PSN services from consumer communications services.326 
While the data submitt ed by the Notifying Party indicate  that a meaningful share 
of LinkedIn members multi -home with another PSN platform (in those EEA 
countries  where such platform is present), this is not entirely confirmed by the 
results of the market investigation. Already today, according to the PSN 
respondents to the market investigation, although many users have accounts on 
two PSNs, they actively use only one of them327 or, in any event, they view one 
of them as their "main network".328 After the Transaction, should the grow th of 
LinkedIn's platform make competing PSNs less attractive to users, such users 
may not consider it worth investing the effort associated with updating a profile 
on a competing PSN. Hence, multi -homing may decrease as LinkedIn's market 
position is stren gthened.  
(346)  As regards potential entry of new PSN service providers, although launching a 
new PSN service may not necessarily entail significant difficulties, the results of 
the market investigation indicate that achieving a sizeable user base may 
constitute a high, sometimes unsurmountable, barrier to entry.329 Moreover, it is 
doubtful whether providers active in neighbouring markets would have both the 
ability and the incentive to enter the market for PSN services. Indeed, as 
explained in paragraph (110)  above, the market investigation indicates that it 
may be difficult for providers of SN services without a professional focus to 
transform into a PSN service provider. Al so, as explained in paragraph (114)  
above, the conversion of an enterprise social network into a PSN would not 
necessarily be immediate and straightforward.      
(347)  Therefore, neither multi -homing nor potential entry may be sufficient to prevent 
the market for PSN services from "tipping" in favour of LinkedIn's PSN. 
Moreover, once the market has  "tipped", it may become even more difficult for 
actual competing provider s of PSN services to regain their ability to compete 
and for potential competitors to enter the market, given the increased barriers to 
entry and expansion.  
(348)  As regards the ultimate impact on consumers and choice, the Commission notes 
the following. Should the market for PSN services reach such "tipping point", 
LinkedIn's platform would remain the only PSN service provider in the EEA 
today and potentially in the coming years. The possible detrimental effect on 
consumers would be twofold.  
(349)  First, this would en tail a substantial reduction of consumer choice, as LinkedIn's 
platform would remain the only PSN service provider available to users in the 
EEA, with no or limited prospects of entry by new PSN service providers.  
(350)  Second , to the extent that these foreclosure effects would lead to the 
marginalisation of an existing competitor which offers a greater degree of 
                                                 
326  In Facebook/WhatsApp , the Commission found, in relation to consumer communications apps, that 
multi -homing is facilitated by the ease of downloading such apps, which is generally free, easy to 
access and does not  take up much capacity on a smartphone. Also, the Commission found that using 
multiple consumer communications apps is easy, since a user does not have to log in each time, when 
switching an app, and the messages are "pushed" (that is, delivered automatica lly) onto a user's device. 
See Case M.7217 – Facebook/WhatsApp , Commission decision of 3 October 2014, paragraph 133. 
327  Responses to questionnaire to social networks Q3 of 17 October 2016, question 28.2.  
328  XING's presentation of 30 August 2016 "Merger Mic rosoft/LinkedIn – Competitive Considerations, 
XING Presentation to DG COMP", page 37.  
329  Responses to questionnaire to social networks Q3 of 17 October 2016, question 30 . 
77 privacy protection to users than LinkedIn (or make the entry of any such 
competitor more difficult) , the Transaction would also restrict consumer choice 
in relation to this important parameter of competition when choosing a PSN .330 
By way of example, the results of the Commission's investigation revealed that, 
today, in Germany and Austria, Xing seems to offer a greater degree of privacy 
protection than LinkedIn.331 For instance , during the registration process , XING 
asks users to actively accept XING's privacy policy and Terms & Conditions by 
ticking a box, whereas LinkedIn users accept LinkedIn's privacy policy 
automatically when they press th e button "join now". Moreover , when XING 
introduces new services wh ich have an implication  on how it collects  and/or 
uses its members'  data, it explicitly seeks active consent from the members. In 
addition , regardless of whether members  give their consent in such specific 
cases or not, they will be able to continue to use XING as such without losing 
any of the functions  to which they previously had access . In contrast, when 
LinkedIn makes changes to its collection, storing, processing or usage of 
personal d ata, LinkedIn only informs the members  of those changes and 
considers  that LinkedIn members  agree with those changes, if they continue to 
use LinkedIn's services after they have been notified of the changes.332 
(iv) Conclusion  
(351)  For all the above reasons, the Commi ssion concludes that the possible 
foreclosure of PSN service providers stemming from each of (i)  the pre -
installation of a LinkedIn application on Windows PCs and (ii)  the integration of 
LinkedIn features into Office, in combination with the denial of acce ss to Office 
APIs,  will have a negative impact on effective competition in the markets for 
PSN services in the EEA.  
(352)  In light of the above, the Commission considers that the Transaction raises 
serious doubts as to its compatibility with the internal market as regards the 
market for PSN services in the EEA . 
                                                 
330  The results of the market investigation have indeed revealed that privacy is an im portant parameter of 
competition and driver of customer choice in the market for PSN services ( Responses to questionnaire 
to social networks Q3 of 17 October 2016, questions 18 and 21). The finding of the importance of 
privacy as parameter of competition i s consistent with the Commission's findings in 
Facebook/WhatsApp (Case M.7217 – Facebook/WhatsApp , Commission decision of 3 October 2014, 
paragraphs 87 and 102 and footnote 79)  in relation to consumer communication services.  
331  LinkedIn's response to RFI n. 12 , XING's response to RFI n. 13.  
332  For completeness, the Commission notes that, in the course of the market investigation, concerns were 
raised that companies based outside the EEA may be able to try to circumvent European data 
protection rules (eithe r by not fully complying with such rules or by interpreting them in their favour), 
while European competitors need to fully comply with EU data protection rules. In this respect, it 
suffices to say that LinkedIn post -Transaction remains subject to European  data protection rules, in 
particular to Irish data protection law with respect to the data collection, processing and usage of 
European users. Moreover, in the case where Irish data protection rules were less restrictive than those 
in other Member States,  the Commission notes that the newly adopted General Data Protection 
Regulation is directly applicable and therefore the scope for divergence between Member States' 
national data protection laws will be reduced, including in their enforcement. Finally, if Microsoft 
were to transfer and process personal data of LinkedIn ' members  outside of the EEA, the rules of the 
national laws implementing the Data Protection Directive  and, as of 25 May 2018, the General Data 
Protection Regulation will still apply . 

79 including national job agencies.334 Contrary to the Notifying Party's estimates, 
many responde nts (16 out of 33) to the market investigation named LinkedIn as 
one of the five if not the strongest provider of online recruitment services in the 
EEA or in their respective EEA country.335 
4.2.4.2  Conglomerate non-coordinated  effects  
(356)  In light of Microsoft's high  market shares in the markets for (i) OSs for PCs and 
(ii) productivity software (see paragraph  (278)  above), the Commission 
considers that Microsoft has a strong market position within the meaning of 
paragraph 93 of the Non -Horizontal Guidelines on those markets. Accordingly, 
the Commission investigated if, after the Transaction, the merged entity would 
have the ability and the incentive to leverage its strong mark et position from 
those markets to the market for online recruitment services  by means of tying, 
bundling or other exclusionary practices.  
(a) Notifying Party's view  
(357)  According to the Notifying Party, the Transaction would not lead to foreclosure 
of competing online recruitment services providers . 
(358)  First, the Notifying Party argues that t here are no current plans to bundle 
LinkedIn’s recruiting solutions with Office or Office 365 products or product 
suites and it would not make business sense to do so. The Notif ying Party claims 
that b ecause of  (i) the very significant mismatch in terms of the seats needed for 
LinkedIn’s Talent Solutions as compared to Office336 and (ii) the ratio of 
productivity software seats to recruiting solution seats is likely to vary 
signifi cantly across organi sations, it would be practical ly and financially not 
attractive for Microsoft to bundle LinkedIn's Talent Solutions with Microsoft's 
high-volume Office productivity software . To avoid losing the Office business 
of organi sations with below -average demand for Talent Solution licenses, 
Microsoft would have to reduce the bundle price , thereby losing revenue on 
sales to organizations with above -average dema nd for Talent Solution licenses . 
(359)  Second , the Notifying Party argues that  even if Microsoft was to include Talent 
Solutions with Office no c ompetition concerns would arise since t he market for 
recruitment solutions i s fragmented and LinkedIn’s estimated share of 
recruitment traffic is only approximately [0-5]% at the EEA level.  Further, j ob 
seekers and recruiters multi -home and c ustomers do not choose the recruiting 
services that they want to use based on whether they form part on an Office suite 
of products or integrate with Office.   
(360)  Finally , the Notifying Party argues that eve n if Microsoft were to be considered 
dominant in productivity software, the integration scenarios planned by 
Microsoft only relate to the cloud -based variant of Office , i.e. Office 365, which 
to date has only […] monthly active enterprise users.  
                                                 
334  Responses to questionnaire to recruiters and  providers of online recruiting services  Q4 of 21 October 
2016 , question 22.2.  
335  Responses to questionnaire to recruiters and  providers of online recruiting services  Q4 of 21 October 
2016 , question 22.2.  
336  According to the Notifying Party, c ustomers pay according to the number of “seats” that they 
subscribe to. The great majority of LinkedIn's customers are companies that use Talent Solutions 
within their HR department. Whereas recruiting solutions are purchased by HR departments for the 
teams involved in recruiting activity only, productivity software is sourced by IT departments for the 
organization as a wh ole covering the often very large number of employees . 
80 (b) Commission 's assessment  
(361)  The Commission considers that the Transaction would not result in the 
foreclosure of  competing online recruitment services  provider s. 
(362)  First, the Commission considers that there are no reasons why the merged entity 
should not be able to bundle  or tie LinkedIn’s online recruitment services with 
Microsoft's Office or Office 365 products post-Transaction. The Commission 
notes, however, second, that the merged entity's incentive to do so appears  rather 
limited .  
(363)  This is because private customers wo uld not be interested in purchasing a 
bundle of Office with LinkedIn’s Talent Solutions  that are by their nature only 
of interest for recruiters or recruitment agencies. With regard to business 
customers, the merged entity's incentive to bundle or tie Office 365 with 
LinkedIn’s Talent Solutions  is likely to be rather limited due to the significant 
difference in terms of the seats needed by corporate customers for LinkedIn’s 
Talent Solutions (only needed by employees in the HR department) as compared 
to Office 365 (needed by almost all employees). However, the Commission 
considers that at least for recruiting agency customers the merged entity would 
have an incentive to apply a bundling/tying strategy since recruiting agencies 
would need a similar number of  seats for LinkedIn’s Talent Solutions and Office  
365. Consequently, the Commission cannot exclude the merged entity's 
incentive to apply a bundling strategy for such customers.  
(364)  Third, the Commission considers that foreclosure effects would be unlikely. 
Base d on the Parties' claims (see paragraph (358) ) the Commission takes the 
view that any tying or bundling strategy by the merged entity with regard to 
LinkedIn's recruiting and hiring tools and services  and Office/Office 365 would 
be limited to recruitment agencies and, hence, would not target a large enough 
fraction of the market in order to significantly impede effective competition.337 
In addition, the market for online recruitment services is highly fragmented with 
many players present. Further, online recruitment services are differentiated 
services since the functionalities offered may vary between different providers.  
(365)  Fourth, the majority of respondents to the  market test considered that multi -
homing and switching between online recruitment services providers is easy for 
recruiters and job seekers.338 Recruiters as well as job seekers have an incentive 
to use several online recruitment provider platforms to incre ase their chances of 
finding the suitable job -candidate or suitable job.  In addition, the majority of 
respondents to the market test considered that entry barriers are low and post -
Transaction there will remain a sufficient number of online recruitment ser vices 
providers .339 
(366)  That said, it cannot be excluded that the pre -installation of a LinkedIn 
application on Windows PCs and/or the integration of LinkedIn features into 
Office as identified in Section 4.2.3  above could also have a negative impact on 
the market for online recruitment services by strengthening the position of 
                                                 
337 According to the Notifying Party, the large majority of customers of LinkedIn's recruitment solutions 
are companies that only use these solutions in its human resources department (see Notifying Part y's 
response to RFI n.21, question 6 and Form CO, Annex 19).  
338  Responses to questionnaire to recruiters and providers of online recruiting services Q4  of 21 October 
2016 , question 26 to 29 . 
339  Responses to questionnaire to recruiters and providers of onli ne recruiting services Q4 of 21 October 
2016 , question 32 to 35.  
81 LinkedIn as the only PSN service provider in an EEA country or by potentially 
foreclosing compet ing PSNs.340 Those forms of conduct may indeed strongly 
increase LinkedIn's  base of job -candidates and their engagement which in turn 
would make LinkedIn more attractive to recruiters. A s a result of these network 
effects,  competing online recruitment servic es provider would likely be harmed 
as they would gradually see their subscriptions to their online recruiting services 
decrease or not sufficiently increase .  
(367)  However, the Commission considers that the commitments offered by Microsoft 
(see Section 5.1.3 ) would also eliminate any such possible anti -competitive 
impact (by ensuring that LinkedIn's position as a PSN service provider is not 
strengthened as a result of th e Transaction). In other words, in so far as 
competition on B2C side (market for PSN services) can be preserved, 
competition on the B2B side (market for online recruitment services) remains 
equally preserved because recruiters would have an incentive to us e competing 
online recruitment service insofar as a sizeable base of job candidates remain on 
those services.  
(368)  In light of the above, the Commission considers that with regard to a possible 
bundling or tying of the LinkedIn's recruiting and hiring tools wit h Microsoft's  
Office or Office 365 products, the Transaction does not raise serious doubts as 
to its compatibility with the internal market as regards the market for online 
recruitment services in the EEA area.  With regard to the effects that the pre -
insta llation of a LinkedIn application on Windows PCs and the integration of 
LinkedIn features into Office may have on effective competition in the market 
for online recruitment services in the EEA, any competition concerns that the 
Transaction may raise would be addressed by the Microsoft's commitments.  
4.2.5 Foreclosure of competing productivity software providers  
4.2.5.1  Market shares  
(369)  As discussed in Section 4.2.3.1 . (c), Microsoft, with Office, is by far the largest 
provider of productivity software in the EEA under a number of parameters (see 
Table 7 above).  Therefore,  the Comm ission considers that Microsoft has at least 
a strong market position within the meaning of paragraph 93 of the Non -
Horizontal Guidelines in the productivity software market in the EEA.  
4.2.5.2  Vertical non -coordinated effects (input foreclosure)  
(370)  During the market  investigation a concer n has been raised that Microsoft could 
further increase its dominant position in the market for productivity software by 
using LinkedIn full data. Specifically, Microsoft would be able to combine 
Microsoft's data with LinkedIn full d ata which  would constitute in the near 
future an important input within the meaning of paragraph 31 and 34 of the 
Non-Horizontal Guidelines  for the provision of ML in productivity software 
solutions.  
(371)  On this basis a concern has been raised that post -Trans action Microsoft could 
restrict access to LinkedIn full data for the purposes of ML in competing 
productivity software solutions , thereby making it harder for other providers of 
                                                 
340  In any event, antitrust rules, in particular Article 102 TFEU and Article 54 of the EEA Agreement will 
continue to apply to the merged entity after the closing of the Transaction . 
82 productivity software solutions to compete and to bring innovation in the 
mark et.341  
(a) Notifying Party's view  
(372)  The Notifying Party submits that post -Transaction the merged entity would have 
no ability or incentive to foreclose competition in the market for the provision 
productivity software solutions because the LinkedIn full data is n ot a must -have 
for productivity software solutions and its added value remains unproven at this 
stage.342 Moreover, there are alternative data sources available in the market 
from other vendors.343 
(b) Commission's assessment  
(i) Ability  and incentive to foreclose  
(373)  While it is unclear whether Microsoft may have the incentive to foreclose 
competing providers of productivity software , the Commission considers that 
post-Transaction the merged entity would not have the ability to foreclose 
comp eting providers of productivity software as, in any event, by reducing 
access to LinkedIn full data, it is unlikely to negatively affect the overall 
availability of data for ML in productivity  software solutions .  
(374)  First, LinkedIn does not appear to have a significant degree of market power 
within the meaning of paragraph 35 of the Non -Horizontal Guidelines in any 
potential relevant upstream market,  which in this case would be a hypothetical 
market or segment for provision of data for the purposes of ML in p roductivity 
software solutions.344 Indeed,  as stated in paragraph (203) , LinkedIn does not 
currently license any data to any third party. Moreover, as stated in para graph 
(254) , absent the Transaction, it was not planning to license its full data , or a 
subset thereof, to any third party, including for ML purposes.  
(375)  Second, as d escribed in paragraph (255) , data protection rules in the EEA may 
limit Microsoft's ability to have access to the LinkedIn full data.  
(376)  Third , the Commission consid ers that LinkedIn full data, or a subset thereof, 
cannot be qualified as, and is not likely to become in the next two to three years, 
an important input within the meaning of paragraph 34 of the Non -Horizontal 
Guidelines with respect to the provision of ML  in productivity sof tware 
solutions . As described in paragraph (258) , Microsoft does not have plan from 
its synergies documents to use LinkedIn full data. Therefor e, Microsoft may not 
have the incentive to use the entire dataset itself.  
(377)  Moreover , the respondent raising this concern did not explain how LinkedIn 
data could become important for the future in relation to productivity software 
and ML functionalities, nor the Commission's investigation shed any further 
light on this point.  
(378)  In addition, the majority of respondents to the market investigation, including 
the main competitors in this space, expect the effects of the Transaction on their 
company, as well as on t he market for the provision of productivity software, to 
                                                 
341  Sales force's response to RFI n. 1, question 20.  
342  Form CO, Section 6, paragraph 701.  
343  Notifying Party's response to RFI n.21 and Annex Q.1 of 16 November 2016.  
344  This would be the narrowest segment where LinkedIn, is providing its data for machine learning,  
would be active and which is relevant for the assessment of the present case.  
83 be neutral.345 No other respondent to the market investigation raised similar 
concern in relation to the potential use of LinkedIn full data as input for t he 
provision of ML in productivity sof tware solutions . 
(379)  The Commission therefore concludes that the merged entity will likely not have 
the ability to foreclose compe ting productivity software providers  by not 
providing access to LinkedIn full data.  
(ii) Overall likely impact on effective competition  
(380)  The C ommission considers that the Transaction is unlikely to have a n overall  
negative impact on effective competition in the market for productivity  software 
solutions,  as any potential restriction of access to LinkedIn full data, or subset 
thereof, is unlikely  to lead to consumer harm. First, as described in paragraph 
(378)  above, in the market investigation the majority of  respondents considered 
that the Transaction wo uld not have any impact on their company or on the 
market for the provision of productivity software. Second, as described in 
paragraph (276) , ML requires access t o multiple data sources to provide 
customers useful insights. LinkedIn is only one of such data sources and there 
are alternative third party data sources available in the market.  
(iii) Conclusion  
(381)  In light of the above, the Commission considers that the Transact ion does not 
raise serious doubts as to its compatibility with the internal market as a result of 
input foreclosure effects to the detriment of providers of productivity software 
solutions .346 
4.2.5.3  Conglomerate  non-coordinated  effect s  
(382)  The Commission also investigated whether the conduct discussed in Section 
4.2.3 , such as the bundling or tying of LinkedIn's features with Microsof t's 
productivity software, could strengthen Microsoft's strong position in the market 
for productivity software and its possible segments (see market shares in Section 
4.2.3.1 .(c) and following). The concern has been raised that the ultimate 
outcome of such practices would be that Microsoft's productivity software 
would be im proved by the pre -installation  and integration of LinkedIn in a way 
that could not be matched by competing providers of productivity software.347 
(a) Notifying Party's view  
(383)  According to the Notifying Party, t he integration of LinkedIn features into 
Office  will n ot provide the  combined entity with the ability to foreclose rivals in 
the market for productivity software . 
(384)  First, the Notifying Party argues that s ocial networking services (including 
LinkedIn’s functionalities) are not a “must -have” element of productiv ity 
software. Productivity software like Word, PowerPoint, and Excel is about 
creation  of content while social networking services enable sharing  of content – 
a separate and logically subsequent step. In addition,  the Notifying Party  claims 
                                                 
345  Responses to questionnaire to productivity app  providers Q9 of 21 October 2016, questions 2 and 3 . 
346  For the sake of clarity, antitrust rules, in particular article 102 TFEU  will continue to  apply to the 
merged entity after the closing of the Transaction, regardless of the  outcome of the present assessment 
under the Merger Regulation . 
347  SoftMaker’s response  to questionnaire to productivity app providers Q9  of 21 October 2016 , question 
2.1 and 3.1.; Salesforce's responses to RFI n.1, question 22, and to market test questionnaire Q22 of 17 
November 2016 , question 4.1.  
84 that customers do not choose productivity software solutio ns on the basis of 
whether social networking features  are integrated, but on the basis of price, 
feature quality, reliability, service and the overall ability to enhance efficiency 
and productivity in the workplac e. 
(385)  Second, the Notifying Party argues that Microsoft’s competitors offer attractive 
and competitive productivity solutions and will continue to do so post -
Transaction. For example, Google already integrates its social networking 
services, Google Hangouts a nd Google+ , in its productivity suite, Google Apps 
at Work. In addition, LinkedIn has partnership agreements with productivity 
software vendors other than Microsoft, e.g., Google (for Gmail) and Yahoo! (for 
Yahoo! Mail). These agreements enable email users  to see LinkedIn account 
information for the people they email with from within their email client. These 
functionalities are comparable to the integration of LinkedIn features that 
Microsoft plans to  introduce in Outlook post -transaction. LinkedIn will ha ve 
every incentive to maintain these relationships because of the strength of Gmail 
and Yahoo!.  
(386)  Finally, the Notifying Party argues that users can  and will be in the future able 
to access LinkedIn service s from  any device  regardless of the productivity 
software they use . Like other social networking services, LinkedIn relies on 
openness and easy access. Any strategy that limits accessibility to one channel 
(e.g., Microsoft’s productivity solutions) would hamper the growth of 
LinkedIn’s user base and limit potential traffic. It would thus run counter to one 
of Microsoft’s key objectives underlying the Transaction , namely to grow 
LinkedIn’s existing business.  
(b) Commission's assessment  
(387)  The Commission considers that the Transaction would not result in the 
foreclo sure of competing productivity software providers  through the conduct as 
described in Section 4.2.3 ., such as the bundling or tying of LinkedIn's f eatures 
with Microsoft's productivity software.  
(i) Ability and incentive to foreclose  
(388)  While it is unclear whether Microsoft may have the incentive to bund le or tie 
LinkedIn's PSN features with Microsoft's productivity software , the 
Commission considers that Microsoft  would not have the ability to foreclose its 
competitors .  
(389)  First, t he possibility to offer additional social networking features like those 
offered by LinkedIn does not appear to be essential for competing providers of 
productivity software in ord er to compete  effectively against Microsoft. 
Productivity software solutions are intended  to provide solutions for the creation 
of documents rather than the sharing of  content. Customers do not choose 
productivity software solutions on the basis of whether  social networking 
features are integrated, but on the basis of price, feature quality, reliability, 
service and the overall ability to enhance efficiency and productivity in the 
workplace. With regard to email and calendar software (like Outlook) the 
Comm ission notes that the lines between creating and sharing content are more 
blurred. However, the Commission considers that the factors for consumers to 
choose email and calendar software are predominantly security and reliability  
and not (at least at this s tage) social networking features . The Commission 
therefore considers that access to social networking features are not a "must 
have " and do not influence customer's choice such that it would provide the 
85 merged entity with the ability to foreclose competing  productivity software 
providers . 
(390)  Second, even if social networking features were to be regarded as essential for 
productivity software, the Commission notes that other providers of productivity 
software already offer such software with social networking f eatures. For 
example, Google already integrates its social networking services, Google 
Hangouts and Google+ in its productivity suite, Google Apps at Work.348 In 
addition , LinkedIn has partnership agreements with productivity software 
vendors other than Micr osoft, e.g., Google (for Gmail) and Yah oo! (for Yahoo! 
Mail) and the probability that LinkedIn will end these partnership agreements 
post-Transaction seems to be low against the background that this would hamper 
the growth of LinkedIn’s user base and limit  potential traffic  and, hence, runs 
counter Microsoft’s key objectives underlying the proposed merger, namely to 
grow LinkedIn’s existing business . 
(391)  The Commission therefore concludes that the merged entity will likely not have 
the ability to foreclose compe ting productivity software providers  by bundling 
or tying LinkedIn's features with Microsoft's productivity software.  
(ii) Overall likely impact on effective competition  
(392)  The Commission considers that the Transaction is unlikely to have a n overall  
negative impact on effective competition in the market for productivity  software 
solutions . Apart from the fact that  Microsoft does not have any ability to 
foreclose competing providers of productivity software , any potential bundle of 
LinkedIn features w ith Microsoft's productivity software , is unlikely to lead to 
consumer harm  in the form of higher prices or less choice . This is confirmed by 
the market investigation, since the majority of competing providers of 
productivity software considered that the T ransaction would not have any 
impact on their company or on the market for the provision of productivity 
software.349  
(iii) Conclusion  
(393)  In light of the above, the Commission considers that the Transaction does not 
raise serious doubts as to its compatibility with the internal market as regards the 
market for productivity software  in the EEA.  
4.2.6 Foreclosure of competing enterprise communications service providers  
(394)  The Commission investigated the likelihood that post-Transaction Microsoft 
will integrate LinkedIn features  into its ente rprise communications product, 
Skype for Business ("SfB"), such as communicating inst antaneously with 
LinkedIn users or  finding experts on LinkedIn for reviewing documents 
produced with Microsoft tools. Such functionalities would not be offer ed to 
competing providers of enterprise communications services. The concern has 
been raised that the  ultimate outcome of this conduct would be that Microsoft's 
enterprise communications product , SfB, would be improved by the addition 
and integration of Li nkedIn features in a way that could not be matched by 
competing providers of enterprise communications services since they do not 
have access to LinkedIn.350 
                                                 
348  Form CO, Section 6, paragraph 703.  
349  Responses to questionnaire to productivity app  providers Q9 of 21 November 2016, question 2 and 3 . 
350  Cisco's submission of 4 November 2016 ; Broadsoft's submission  of 24 November 2016.  
86 4.2.6.1  Market shares  
(395)  Microsoft is active in the enterprise communications market through its SfB 
product, a nd its predecessors Microsoft Lync and Microsoft Office 
Communicator. SfB is sold as part of various software suites that included other 
products and services, such as Microsoft Office.351  
(396)  Microsoft's worldwide market share in revenues, was around [10 -20]% in 2015. 
Microsoft's main competitors are Cisco ([10 -20]%), Avaya ([5 -10]%), IBM ([0 -
5]%). The remainder of the market is very fragmented. 352 
(397)  Regarding the possible segmentation of enterprise communications services by 
platform or by OS, the Notifying Party  was unable to provide disaggregated 
market shares, as customers typically purchase enterprise communications 
services as an integrated solution which they use across devices and OSs . 
Nonetheless, Microsoft does not expect its share based on such segmentat ions to 
be significantly higher than its shares for the whole market.353In relation to the 
segmentation by functionality, the Notifying Party was unable to estimate 
market shares by each functionality, since its SfB offering consolidates all 
communications f unctionalities and does not record or report revenues for each 
functionality.354 The Notifying Party though submits that, according to IDC, a 
market research, analysis and advisory firm, in 2015 Microsoft's market share in 
terms of revenues for the functiona lities covered under "converged 
conferencing", which includes virtually all enterprise communications 
functions,355 amounted to [20 -30]% worldwide and [30 -40]% in the EMEA 
region (which constitutes a reasonably good proxy for the EEA market share).  
4.2.6.2  Conglomer ate non-coordinated effects  
(a) Notifying Party's view  
(398)  The Notifying Party submits that, post -Transaction, Microsoft will lack the 
ability to foreclose competitors in enterprise communications services because 
(i) LinkedIn features are not a must -have element of enterprise communications 
which, in a currently competitive market, will not drive consumer choice of 
enterprise communication services providers, (ii) Microsoft does not hold 
market power in enterprise communications services, (iii) the market for 
enterprise communications services is very competitive and Microsoft faces 
competition from both specialised vendors and players offering a broad suite of 
services, (iv) users typically multi -home and (v) the market is highly innovative.  
                                                 
351  Form CO, Section 6, paragraph 601.  
352  Form CO, Annex 15, document 1, " Synergy – UC Collaboration Market Tracker –Worldwide ", 2015. 
Market shares in 2014 were: Cisco ([10 -20]%), Microsoft ([10 -20]%), Avaya ([5 -10]%), IBM ([0 -
5]%).  
353  Notifying Party's response to RFI n.25, question 2.b and 2.c.  
354  Notifying Party's response to RFI n.25, question 2.c.  
355  This includes application and scree n sharing, including markup and annotation , instant messaging and 
presence, live streaming video, polls and surveys, whiteboard, and video and audioconferencing  
(Notifying Party response to RFI n.25, question 2.c).  
87 (b) Commission's assessme nt 
(i) Ability  and incentive to foreclose  
(399)  The Commission considers that, while it is unclear whether Microsoft will have 
the incentive to foreclose competing providers of enterprise communications 
services, it will not have the ability to do so.  
(400)  First, social networking features, like those of LinkedIn, do not appear to be an 
important input or "must -have" for the choice of enterprise communications 
services providers. Rather, important factors for customers of enterprise 
communications services  are redundancy and robustness, security, reliability, 
ancillary functionality, management and support requirements .356  
(401)  Second, Microsoft faces strong competition in the market for enterprise 
communications by a number of players, like Avaya, Adtran, Mitel, Audiocodes 
and with Cisco being the market leader, as mentioned in paragraph (396) .357 
These competing providers of enterprise communications services could also 
engage in partners hips with other providers of social networking functionalities 
in order to offer comparable features.  
(402)  Third, with the exception of one respondent, which however did not clearly 
articulate the reasons underlying its concerns, none of the respondents to the 
market investigation consider that the Transaction will have a negative impact 
on the market for enterprise communications services.  
(ii) Overall likely effect on effective competition  
(403)  The market for enterprise communications services is today a competitive one  
and is characterised by the presence of a number of strong players, including the 
current market leader Cisco. The Commission considers it therefore unlikely 
that the addition of LinkedIn to Microsoft's existing enterprise communications 
solutions would l ead to the anti -competitive foreclosure of its competitors.  
(404)  The arguments set out in Section 4.2.6.2  (i)(ii) above are equally valid for any 
specific market segment within enterprise communications services, such as for 
"converged conferencing".  
(405)  Consequently, the Commission concludes that the integration of LinkedIn 
features  into Microsoft's  enterprise communications services, while denying 
competitors similar levels of integration will not foreclose competing providers 
of enterprise communications services.  
(iii) Conclusion  
(406)  In light of the above, the Commission considers that  the Transa ction does not 
raise serious doubts as to its compatibility with the internal market  with regard 
to the market for enterprise communications in the EEA .  
5 COMMITMENTS  
(407)  In order to remove the serious doubts arising from the Transaction described in 
Section 4 in relation to the foreclosure of competing PSN service providers, on 
15 November 2016 the Notifying Party submitted commitments pursuant to 
Article 6(2) of the Merger Regulation (the "Initial Commitments").  
                                                 
356  Case M.6281 – Microsoft/Skype , Commission decision of 7 October 2011, paragraphs 92 -94. 
357  Form CO, Section 6, paragraph 595 and following.  
88 (408)  The Commission launched a market test of the In itial Commitments on 17 
November 2016, seeking responses from SN services providers and from 
OEMs. The Commission informed the Notifying Party of the results of the 
market test on 24 November 2016. Following the feedback received from 
market participants i n the market test, the Notifying Party submitted a revised 
set of commitments on 29 November 2016 and a further revised version on 30  
November 2016 (the "Final Commitments").  
5.1 Description  of the proposed commitments  
5.1.1 Initial Commitments  
(409)  The Initial Commitmen ts consisted of two sets of commitments. One set of 
commitments was meant to address the Commission's concerns relating to the 
possible integration of LinkedIn features into Office and to the possible denial 
of access to Microsoft  APIs  (the "Integration Co mmitments"). Another set of 
commitments was meant to address the Commission's concerns relating to the 
possible pre -installation of a LinkedIn application on Windows PCs (the "Pre -
installation Commitments").  
(410)  The Initial Commitments were intended to  apply  throughout the EEA and to 
remain in effect for  five years from the closing of the Transaction.  
(411)  The Initial Commitments provide d for a monitoring trustee (to be proposed by 
Microsoft with the Commission's approval) and for a fast -track dispute 
resolution pr ocedure.  
(412)  The two sets of commitments constituting the Initial Commitments are 
described in detail below. For both sets of commitments, the term "User" is 
intended to refer to any user of a given Microsoft product, including 
organisations and end users (whe ther consumers or employees within 
organisations), irrespective of the distribution channel (acquisition from OEMs 
or download from the Internet).  
5.1.1.1  Integration Commitment s 
(413)  The Integration Commitments consisted of the following elements.  
(414)  First, Microsoft com mitted to make available the Outlook APIs358 and the 
associated  Outlook  Add-In Program359 to entities that are not controlled by or 
related to Microsoft or LinkedIn and which design, operate, and offer PSN 
Services360 ("Third -Party PSN Service Providers "). Microsoft also committed  to 
apply the standard terms and policies applicable to the Outlook APIs and the 
Outlook A dd-In Program  (including access to all software development kits, 
code samples, developer tools, and support resources) without discrimination  
against Third -Party PSN Service Providers.  
(415)  Second, Microsoft commit ted to make available the Office Store for distribution 
and downloading of Outlook add-ins for PSN Services and to apply the standard 
                                                 
358  Outlook APIs are application programming interfaces, including any associated call -back interfaces, 
that third parties can use to build Outlook Add-ins (including those available through the Microsoft’s 
Outlook Dev Center at https://dev.outlook.com/restapi/reference ). 
359  Including any updates and successors during the term of the Initial Co mmitments.  
360  PSN Services are defined as applications, websites, or services that are primarily targeted to 
professionals wherein users create public or semi -public profiles based on their real identity, connect 
with professional contacts, and interact wi th these contacts on the basis of professional content , 
excluding e nterprise social network s. 
89 terms and policies applicable to Office Store develope rs, without discrimination 
against Third -Party PSN Service Providers .  
(416)  Third, Outlook add-ins would  be able to run independently of any new 
functionality included in Outlook mail and calendar services that involves 
LinkedIn profile and activity information  being displayed  in Outlook  (the 
"LinkedIn Features for Outlook" ) and be accessible to Users in Outlook.  
(417)  Finally, Microsoft committed to grant U sers in the EEA the ability to disable 
and re -enable the LinkedIn Features for Outlook.   
5.1.1.2  Pre-installation Commi tment s 
(418)  The Pre -Installation Commitments consisted of the following elements.  
(419)  First, in the event that Microsoft builds a LinkedIn branded application for 
Windows PC OS (the " LinkedIn Windows PC Application ") and includes it in 
the Windows PC OS, Microsoft committed to allow Windows PC OEMs not to 
install that application on their PCs that are distributed in the EEA. The same 
commitment applied to the scenario in which Microsoft would build a LinkedIn 
branded Start tile or Taskbar button  and include it in th e Windows PC OS  (the 
"LinkedIn Windows PC Tile "). 
(420)  Second, as an ancillary obligation, Microsoft committed not to retaliate in any 
way against any OEM for developing, using, distributing, promoting or 
supporting a Windows PC application and/or a Windows PC tile for Third -Party 
PSN Service Providers, in particular by altering Microsoft's commercial 
relations with that OEM or withholding any monetary payment or other value 
("Consideration")361 provided to that OEM. As an additional ancillary 
obligation, Microsof t commit ted not to enter into any agreement with an OEM 
that links or conditions the grant of any Consideration on the OEM's refraining 
from developing, using, distributing, promoting or supporting a Windows PC 
application and/or a Windows PC tile for Thir d-Party PSN Service Providers . 
The two ancillary obligations described in this paragraph are referred to as the 
"Ancillary Obligation s against Retaliation and Exclusivity".362 
(421)  Finally, Microsoft committed to grant Users in the EEA the ability to remove 
the L inkedIn Windows PC Application entry point and the LinkedIn Windows 
PC Tile entry point from the Windows PC OS taskbar or the portion of the 
"Start" menu that supports application or tile pinning.  
5.1.2 Results of the market test  
(422)  The majority of the respondents  to the market test expressed the view that the 
Initial Commitments, taken as a whole, would be  appropriate to effectively 
eliminate the competition concerns in the market for PSN services in the EEA 
and/or in individual EEA countries .363 Those respondents a lso viewed the Initial 
                                                 
361  "Consideration" means the value provided by a party entering into contractual obligations and includes 
any monetary payment, discount or the provision of prefe rential licensing terms; technical, marketing, 
and sales support; enabling programs; product information; information about future plans; developer 
support; hardware or software certification or approval; or permission to display trademarks, icons or 
logos  or any other preferential treatment.  
362  Without prejudice to the Ancillary Obligation against Exclusivity , as well as to the application of EU 
competition law, the Initial Commitments  did not prevent Microsoft from  provid ing Consideration to 
an OEM as part of a non -exclusive agreement with any OEM to promote LinkedIn (including through 
the pre -installation of a LinkedIn Windows PC Application and/or a LinkedIn Windows PC Tile).  
363  Responses to market test questionnaire Q22 of 17 November 2016, question  31. 
90 Commitments as appropriate to effectively remove  any competition concerns 
stemming from the  Transactio n.364 
(423)  In addition , the majority of the respondents considered that the provisions of the 
Initial  Commitment s would be  sufficiently cl ear to be capable of being 
effectively implemented and that the implementation of th e Initial  Commitment s 
could be effectively monitored.365 
(424)  With respect to duration, the majority of the respondents considered five years 
to be appropriate for both the Integr ation Commitments and the Pre -Installation 
Commitments, while only a few respondents requested a longer period of 
time.366 
(425)  Finally, most  respondents considered that the fast -track dispute resolution 
procedure would be  appropriate to ensure the proper  impleme ntation of the 
Initial Commitments.367 
5.1.2.1  Integration Commitment s 
(426)  According to the majority of the respondents to the market test, conceptually, 
the Integration Commitments would be sufficient  to preserve the ability of 
Third -Party PSN Service Provide rs to compete by building add -ins for 
Outlook.368 
(427)  Moreover, most  respondents considered the definition of PSN Services used for 
the purposes of the Initial Commitments  to be appropriate.369  
(428)  However, a s regards the scope of the API access , most respondents submitted  
that, for the Integration Commitments to be effective, they should also ensure 
the continued availability to  Third -Party PSN Service Providers of add -in 
programs and APIs for products of the Office suite other than  Outlook , such as 
Word, Excel and PowerPo int.370 Moreover, a limited number of respondents 
took the view that access to the "public" Office APIs would not be sufficient. 
According to these respondents, Third -Party PSN Service Providers should be 
afforded equal treatment with LinkedIn, meaning eithe r that they should obtain 
access to the "internal" APIs that Microsoft will use to achieve integration with 
LinkedIn, or that, vice versa, LinkedIn should only be granted access to 
Microsoft's "external" APIs accessible to Third -Party PSN Service Providers .371 
(429)  Furthermore, as regards the ability for Users to disable the LinkedIn Features for 
Outlook , some respondents considered that it would be sufficiently easy in 
practice for Users to do so, while others expressed the concern that the disabling 
functionalit y would not be sufficiently visible to Users .372 A limited number of 
respondents also argued that Users' ability to disable the LinkedIn Features for 
Outlook would be insufficient and that such features should not be present by 
default within Office products . 373 As regards the scope of the disabling 
                                                 
364  Responses to market test questionnaire Q22 of 17 November 2016, question 15 and 29.  
365  Responses to market test questionnaire Q22 of 17 November 2016, question s 13, 14, 27 and 28.  
366  Responses to market test questionnaire Q22 of 17 No vember 2016, qu estions 12 and 26.  
367  Responses to market test questionnaire Q22 of 17 November 2016, question  30. 
368  Responses to market test questionnaire Q22 of 17 November 2016, question s 4 and 6.  
369  Responses to market test questionnaire Q22 of 17 No vember 2016, ques tions 3 and  8. 
370  Responses to market test questionnaire Q22 of 17 November 2016, question s 5 and 7.  
371  Responses to market test questionnaire Q22 of 17 November 2016, question 4. 
372  Responses to market test questionnaire Q22 of 17 November 2016, question  9. 
373  Responses to market test questionnaire Q22 of 17 November 2016, question  9.1. 
91 functionality, most respondents took the view that Users should also be allowed 
to disable LinkedIn features that Microsoft may implement with respect to 
Office  products  other than Outlook .374 In addition , some respondents indicated 
that OEMs should also be granted the ability to enable and disable the LinkedIn 
Features for Outlook in those cases in which OEMs  pre-install Outlook as part 
of Office  on their PCs .375  
(430)  Finally , a number of respondents raised the concer n that access to data generated 
by users of  Microsoft products  (e.g. Outlook contacts) would provide the 
merged entity with a significant competitive advantage compared to other PSN 
service providers, as it could help LinkedIn make recommendations for new 
connections with a view to  expanding  the membership of its PSN .376 
5.1.2.2  Pre-Installation Commitment s 
(431)  As regards the commitment allowing OEMs not to install a LinkedIn Windows 
PC Application or a LinkedIn Windows PC Tile, a ll major OEM s who replied to 
the market test confirmed  that they are currently neither free, nor technically 
able,  to install a specific application  or tile that is included in the Windows  PC 
OS image , unless specifically authorised by Microsoft.377 Most OEM 
respondents did not raise any particula r concerns regarding the Pre -Installation 
Commitments. In particular, the OEMs did not raise any concerns as regards the 
effectiveness of the Ancillary Obligations against Retaliation and Exclusivity.378 
However, a number  of OEM respondents took the view tha t OEMs should also 
be allowed not to install the LinkedIn Windows PC A pplication  and the 
LinkedIn Windows PC Tile  on Windows PCs in the event that, post -
Transaction, Microsoft would include such an application or tile as part of the 
Office suite of product s for pre -installation by OEMs on Windows PCs.379  
(432)  Respondents to the market test expressed mixed views as to whether , under the 
terms of the Pre -Installation Commitments, it would  be sufficiently easy for 
Users to remove the LinkedIn Windows PC Application or the LinkedIn 
Windows PC Tile  entry point s from the Windows PC OS taskbar or the relevant 
portion of  the "Start" menu.380 According to several respondents, actual ease of 
removal would be dependent on how Microsoft constructs  future versions of its 
Windows  OS.381 A number of respondents submitted that simply allowing Users 
to remove a shortcut to t he LinkedIn Windows PC A pplication  (as opposed to a 
comprehensive uninstallation ) would not be sufficient, as the LinkedIn 
Windows PC Application may continue running in the background.382 In 
addition, a limited number of respondents argued that the LinkedIn Windows 
PC Application should not be pre -installed at all, as Users should be prompted 
                                                 
374  Responses to market test questionnaire Q22 of 17 November 2016, question  10. 
375  Responses to market test questionnaire Q22 of 17 November 2016, question 11. 
376  Responses to market test questionnaire Q22 of 17 November 2016, question  31.1.   
377  Responses to market test questionnaire Q22 of 17 November 2016, question s 16-19. Likewise, those 
respondents explained that it would be technically or contractually impossib le for them not to install 
the LinkedIn Windows PC Application or LinkedIn Windows PC Tile, once Microsoft has included 
such application or tile in the Windows PC OS, unless Microsoft would allow them to do so and 
provide the technical means.  
378  Responses to market test questionnaire Q22 of 17 November 2016, questions 24 and 25.  
379  Responses to market test questionnaire Q22 of 17 November 2016, question  21. 
380  Responses to market test questionnaire Q22 of 17 November 2016, question s 22 and 23.  
381  Responses to market test questionnaire Q22 of 17 November 2016, question s 22 and 23.  
382  Responses to market test questionnaire Q22 of 17 November 2016, question 22.1.  
92 to exercise a positive choice as to which PSN application(s) they want to install 
on their Windows PCs.383 
(433)  Finally, a  number of respondents to the market test took  the view that the Pre -
Installation Commitments should also apply to mobile devices running the 
Windows OS .384 
5.1.3 Final Commitments  
(434)  The Final Commitments consist of a revised version of the Integration 
Commitments (the "Revised Integration Commitment s") and of the Pre -
Installation Commitments (the "Revised Pre-installation Commitment s"). 
(435)  The geographic and temporal scope of the Final Commitments is the same  as 
that of the Initial Commitments (see paragraph (410)  above). The Initial 
Commitments have been modified to provide that, during the term of the Final 
Commitment s, the Commission may request all information from the Parties 
that is necessary to monitor the effective implementation of the  Final 
Commitments . 
(436)  The modifications included in the Revised Integration Commitments and in the 
Revised Pre-installation Commitm ents are described in detail below.  
5.1.3.1  Revised Integration Commitment s 
(437)  The Revised Integration Commitment s entail the following modifications to the 
Integration Commitment s: 
(a) Access to Microsoft's APIs is no longer limited to Outlook APIs (and the 
Outlook Add -In Program), but has been extended to cover all Office APIs, 
namely APIs for all core Office products, including O utlook, Word, 
PowerPoint and Excel (and the overall Office Add -In Program) ;385 
(b) The commitment ensuring access to Office APIs has been complement ed 
by a comparable commitment to ensure the availability to Third -Party 
PSN Service Providers  of the Microsoft Graph, a unified gateway that 
enables developers to build applications and services that can, subject to 
User consent, access data (such as contact information, calendar 
information, email and files) from Microsoft's cloud services;386  
(c) The commitment enabling Users to disable LinkedIn features  is no longer 
limited to the LinkedIn Features for Outlook, but has been extended to 
cover LinkedIn fea tures for the entire Office suite of products, including 
Outlook, Word, PowerPoint, and Excel387 ("LinkedIn Features for 
Office");  
                                                 
383  Responses to market test questionnaire Q22 of 17 November 2016, question  22.1.  
384  Responses to market test questionnaire Q22 of 17 November 2016, question  31.1.  
385  In particular, under the Final Commitments, Office includes  Microsoft’s Outlook 2013, Word 2013, 
PowerPoint 2013 and Excel 2013 desktop clients for Windows PC OS licensed as part of an Of fice 
Suite or via an Office 365 subscription, including any updates or successors thereto made available or 
released bef ore or during the term of the Final Commitments.  
386  As described at https://graph.micr osoft.io/en -us/. This includes updates to the Microsoft Graph and 
successors thereto.  In particular, Microsoft commits to make available the Microsoft Graph to Third -
Party PSN Service Providers and to apply the standard Microsoft Graph terms and policies a pplicable 
to the Microsoft Graph without discrimination against Third -Party PSN Service Providers.  
387  See footnote 385 above.  
93 (d) The ability to disable LinkedIn F eatures  for Office has been specified to 
ensure that the mechanisms available to Users to disa ble such features are 
as accessible and prominent as those typically used to disable (and re -
enable ) other connected services to Office . 
5.1.3.2  Revised Pre-Installation Commitment s 
(438)  The Revised Pre -installation Commitment s entail  the following modifications to 
the Pre-installation Commitment s: 
(a) The scope of the Pre-installation Commitment s (including the Ancillary 
Obligations against Retaliation and Exclusivity) is no longer limited to 
OEMs, but has been  extended to cover  any distribution partner who vis -à-
vis a third-party OEM has a right to determine which applications are 
installed on the PCs manufactured by that OEM that run the Windows PC 
OS (together with OEMs, "Microsoft PC Distribution Partners ");388 
(b) The Users' ability to remove the LinkedIn Windows PC Applicat ion or the 
LinkedIn Windows PC Tile  is extended to cover the entire removal of that 
application or tile from the Users' Windows PC OS; 
(c) Microsoft further commits not to offer the LinkedIn Windows PC 
Application or the LinkedIn Windows PC Tile to Users through Windows, 
prompt Users to install such app lication  or tile, or include such application 
or tile in updates of Windows  PC OS . This is without prejudice to 
Microsoft's ability to promote the LinkedIn Windows PC Application, for 
instance through the Wi ndows Store or on its own or third -party website s. 
5.2 Commission's assessment  
5.2.1 Principles  
(439)  Where a concentration raises serious doubts as to its compatibility  with the 
internal market , the parties may undertake to modify the concentration so as to 
remove the gr ounds for the serious doubts identified by the Commission  and 
thereby gain clearance of their merger  in Phase I .389 
(440)  It is for the parties to the concentration to put forward commitments.390 The 
Commission only has power to accept commitments that are deemed ca pable of 
rendering the concentration compatible with the internal market.391 In Phase I , 
commitments can only be accepted where the competition problem is readily 
identifiable and can easily be remedied. The competition problem therefore 
needs to be so strai ghtforward and the remedies  so clear -cut that it is not 
necessary to enter into an in -depth investigation and that the commitments are 
sufficient to clearly rule out serious doubts within the meaning of Article 6(1)(c) 
of the Merger Regulation. Where the a ssessment confirms that the proposed 
                                                 
388  Moreover, the term "Consideration " has been extended to also explicitly include "products". The 
Ancillary Obligations against Retaliation and Exclusivity have been extended to also explicitly refer to 
the possibility of an OEM (or, where applicable, distribution partner) "installing" a Wi ndows PC 
application or tile of a Third -Party PSN Service Provider.  
389  Commission notice on remedies acceptable under Council Regulation (EC) No 139/2004 and under 
Commission Regulation (EC) No 802/2004 (the "Remedies Notice"), OJ 2008/C 267/01, paragraph 5. 
390  Remedies Notice, paragraph 6.  
391  Remedies  Notice, paragraph 9.  
94 commitments remove the grounds for serious doubts on this basis, the 
Commission clears the merger in Phase I.392 
(441)  As concerns the form of acceptable commitments, the Merger Regulation leaves 
discretion to the Commission as  long as the commitments meet the requisite 
standard.393  
(442)  While  divestiture commitments are generally the best way to eliminate 
competition concerns resulting from horizontal overlaps, other structural 
commitments, such as access remedies, or other non -dives titure remedies  may 
be suitable to resolve concerns if they are equivalent to divestitures in their 
effects.394  
(443)  In the ultimate assessment of  proposed commitments, the Commission considers 
all relevant factors including inter alia  the type, scale and scope of the proposed 
commitments, judged by reference to the structure and particular characteristics 
of the market concerned , including the position of the parties and other 
participants on the market.395 The commitments must be capabl e of being 
implemented effectively within a short period of time.396  
(444)  It is against this background  that the Commission analy sed the Final  
Commitments in this case.  
5.2.2 Assessment of Final Commitments  
(445)  The Commission considers that the Final Commitments are suffi cient to remove 
the serious doubts regarding the compatibility of the Transaction with the 
internal market in relation  to the markets for PSN services within the EEA .  
5.2.2.1  Revised Integration Commitment s 
(446)  The Commission considers that the Revised Integration Co mmitments address 
the serious doubts as to the compatibility of the Transaction with the internal 
market in relation to the possible foreclosure of competing PSN service 
providers stemming from the integration of LinkedIn features into Office and 
the denia l of access to Microsoft APIs  by competing PSN service providers  after 
the Transaction.  
(447)  First, the Revised Integration Commitments ensure that Third -Party PSN 
Service Providers  will continue to have access to the Office Add -in Program and 
the associated Of fice APIs based on the standard terms and policies  (including 
as regards access to related resources)397 and without discrimination. After this 
commitment has been extended in scope to reflect the concerns expressed in the 
market test, Third -Party PSN Service Providers  will be afforded the same type 
of access also in relation to other Office products for which add -in programs 
exist, namely Word, PowerPoint and Excel.398 Thanks to the continued access to 
                                                 
392  Remedies Notice, paragraph 81.  
393  Case T -177/04 easyJet v Commission  [2006] ECR II -1913, paragraph 197.  
394  Remedies Notice, paragraph 19.  
395  Remedies Notice, paragraph 12.  
396  Remedies Notice, paragraph 9.  
397  This includes access to all software development kits, code samples, developer tools, and support 
resources.  
398  While add -in programs currently also exist for OneNote, Access and Project, as explained in footnote 
13 above, these products are either not present in all or most versions of Office or, in any event, they 
account for a very limited usage of the Office suite compared to Word, Excel,  PowerPoint 
and Outlook. Moreover, according to information submitted by the  Notifying Party, Microsoft has no 
 
95 Office Add -in Program and the associated Office APIs , Third -Party PSN 
Service Providers  will be able to build add -ins for the different Office products 
that offer similar functionalities as those that Microsoft is envisaging to 
introduce in relation to LinkedIn.  
(448)  While Office add -ins will not necessarily en able Third-Party PSN Service 
Providers to obtain "equal treatment", i.e. to fully replicate the integration 
scenarios  contemplated by Microsoft (as those presuppose deep end -to-end 
integration)  and to be potentially present as default within Office , the 
Commission considers that , under the Revised Integration Commitments and in 
the specific context of this case,  those providers will be afforded sufficient scope 
and means to effectively compete with LinkedIn. The information provided by 
the Notifying Party s uggests that many of Microsoft's use case scenarios (e.g.  
involving the display of LinkedIn contact information in Outlook or a Calendar 
syncronisation feature),399 can be replicated in comparable forms through 
Outlook add -ins.400 Furthermore , the Revised Inte gration Commitments ensure 
that the Office add -ins built by Third -Party PSN Service  Providers will be 
available to Users in the Office Store and will be able to run independently of 
any LinkedIn features integrated into Office.  
(449)  Second, consistent with the input received from the market test, Microsoft will 
not be able to block Third -Party PSN Service Providers from gaining access  to 
the Microsoft Graph in the event that Users wish to give consent to such Third -
Party PSN Service Providers accessing their dat a. Accordingly, Third -Party PSN 
Service Providers  will be able, subject to User consent, to access data from 
Office 365 or other Microsoft cloud services and use them to suggest new User 
connections and potentially increase their membership, along similar ways as 
the merged entity will be able to do post -Transaction.401 
(450)  Third, the Revised Integration Commitments ensure Users' ability to disable the 
LinkedIn Features for Outlook and, following the modifications to the 
commitments introduced by Microsoft, for a ll other major Office products. This 
option  will be made available  to any User of Office , including not only 
consumers, but also organisations (e.g. corporate IT departments) and 
employees of those organisations. Also, to reflect the concerns raised in the  
market test that the mechanisms to disable the LinkedIn Features would be 
hidden or not sufficiently visible to Users, the Revised Integration Commitments 
explicitly require that such mechanisms be made adequately accessible and 
prominent.  
                                                                                                                                                 
current plans to integrate LinkedIn features with any of those products (Notifying Party's submission 
of 2 December 2016 at 11:58). As regards other Office -branded products such as Sharepoint, as 
explained in footnote 280 above, Microsoft's presence in this area is much more limited compared to 
Word, Excel, PowerPoint and Outlook and, moreover, Sharepoint does not currently suppor t any add -
in programs (Notifying Party's submissions of 26 November at 22:46 and of 2 December 2016 at 
11:58).  
399  See Form CO, Annex 27 and Parties' response to RFI n. 19, question 1.c.  
400  Moreover, a dd-ins may even have certain advantages over deep end -to-end integration when the 
products and services concerned belong to distinct companies.  According to information provided by 
the Notifying Party (Form CO, paragraph 696), add-ins enable PSN providers to remain in control of 
their data, which they would oth erwise have to relinquish to achieve deep end -to-end integration with 
Office.  
401  This is without prejudice to applicable data protection rules.  
96 (451)  With respect to  the comments expressed by some respondents to the market test 
as to the need to allow OEMs to disable the LinkedIn Features for Office, the 
Commission notes that a commitment to this effect would likely not have any 
material impact on the visibility of Li nkedIn to Users. Indeed, the OEM 
distribution channel currently accounts for a very limited share of supply of 
Office products.402  
5.2.2.2  Revised Pre -Installation Commitment s 
(452)  The Commission considers that the Revised Pre-Installation Commitments 
address the serious doubts as to the compatibility of the Transaction with the 
internal market in relation to the possible foreclosure of competing PSN service 
providers stemming from the pre -installation of a LinkedIn application on 
Windows PCs after the Transaction.  
(453)  First, the Revised Pre -Installation Commitment s ensure that OEMs will be free 
to decide not to install the LinkedIn Windows PC Application or the LinkedIn 
Windows PC Tile  on the Windows PCs that they distribute in the EEA. In 
particular, following the mod ifications introduced to reflect the feedback from  
the market test, this freedom will apply  not only to OEMs but also, where 
relevant , to distribution partners who may be entitled to decide which 
applications OEMs should install on the ir Windows PCs . Furth ermore, the 
Ancillary Obligations against Exclusivity and Retaliation will preserve the 
effective freedom of any OEM (or, where applicable, distribution partner) to 
enter into arrangements with Third -Party PSN Service Providers  to pre -install or 
otherwise support those providers' Windows applications without undue 
pressure from Microsoft.  
(454)  Second, the Revised Pre -Installation Commitment s ensure  that, in the event that 
OEMs (or, where applicable, distribution partners) would actually decide to 
install the Lin kedIn Windows PC Application or the LinkedIn Windows PC Tile  
on their Windows PCs, Users would be able to remove such application or tile. 
This option  will be made available  to any User of Windows PCs, including not 
only consumers, but also organisations (e.g. corporate IT departments) and 
employees of those organisations. Moreover, following the modifications 
introduced in response to the market test, Users will not only be able to r emove 
the LinkedIn application or tile entry point from the prominent areas of their 
Windows PC s (i.e. the Windows taskbar or the relevant portion of the “Start” 
menu that supports application or tile pinning). Instead, Users will be able to 
remove the Lin kedIn Windows PC Application or the LinkedIn Windows PC 
Tile entirely from their Windows PCs if they so wish.   
(455)  Third, as part of the improvements introduced after the market test, the Revised 
Pre-Installation Commitment s seek to prevent Microsoft from cir cumventing the 
previous provisions by "pushing" the  LinkedIn Windows PC Application or the 
LinkedIn Windows PC Tile  to Users after they have purchased their Windows 
PC. In particular, the Revised Pre -Installation Commitments address a scenario 
where no Lin kedIn application or tile is installed on a User's PC (either because 
Microsoft has not offered OEMs to pre -install it, or because OEMs have decided 
not to install it, or because the User has decided to remove it). In such a 
                                                 
402  According to data provided by the Notifying Party, the Office products sold through OEMs accounted 
for only [ …] of revenue and […] of units of total sales of Office products (Notifying Party's response 
to RFI n. 21, question 9).   
97 scenario, Microsoft will not be  allowed through the Windows OS to offer Users 
the LinkedIn Windows PC Application or the LinkedIn Windows PC Tile  or to 
prompt them to install them. Similarly, in such a scenario, Microsoft will be 
prevented from including the LinkedIn Windows PC Applicat ion or the 
LinkedIn Windows PC Tile  (or any prompts or offers to Users to install them) as 
part of any updates or upgrades to the Windows OS that it may release. At the 
same time, the Revised Pre -Installation Commitments preserve Microsoft's 
freedom to off er and promote the LinkedIn Windows PC Application through 
the Windows store standard promotional mechanisms (which are also available 
to third -party applications) or through other means.  
(456)  In sum, the Revised Pre -Installation Commitments ensure that effecti ve choice 
whether or not to have the LinkedIn Windows PC Application or the LinkedIn 
Windows PC Tile  installed is preserved both at the OEM and at the Windows 
User level. In particular, by allowing OEMs (or, where applicable, distribution 
partners) not to install the LinkedIn Windows PC Application or the LinkedIn 
Windows PC Tile , the Revised Pre -Installation Commitments will prevent such 
application or tile from being automatically present on all the Windows PCs to 
be distributed in the course the next fiv e years, and, as a result, from gaining 
increased exposure to a large number of potential customers in the EEA to a 
degree that would not be afforded to competing PSN applications or tiles. At the 
same time, by ensuring that OEMs are able to enter into coo peration agreements 
with Third -Party PSN Service Providers, the Revised Pre -Installation 
Commitments will allow competing PSN applications or tiles to potentially gain 
visibility to the large number of new Windows EEA Users within the next five 
years and t o compete with LinkedIn on a substantially equal basis in that regard.  
(457)  In relation to  the criticism expressed  by some respondents whereby the LinkedIn 
Windows PC Application should be prevented from being pre -installed at all on 
Windows PCs, the Commission  notes that such a requirement appears to be 
disproportionate  in the context of these merger proceedings as it would unduly 
impinge on Microsoft's ability to market its products going forward.  
(458)  The Commission considers that the point raised by certain resp ondents to the 
market test that the Pre -Installation Commitments should extend to the 
Windows mobile OS would go beyond the concerns identified  by the 
Commission in this case. Indeed, as explained in footnotes 270 and 272 
above,403 Microsoft's presence in the mobile OS space is currently very limited 
and the Commission's inve stigation has not revealed foreclosure concerns 
stemming from possible pre -installation of a LinkedIn application on Windows 
mobile devices.  
(459)  Furthermore, as regards the comments expressed by some respondents to the 
market test as to the need to allow OEMs not to install the LinkedIn Windows 
PC Application or the LinkedIn Windows PC Tile  in the event that Microsoft 
would include such an application or tile as part of the Microsoft Office suite of 
products, the Commission notes that a commitment to this effec t would likely 
not have any material impact on the visibility of LinkedIn to Users. Indeed, as 
                                                 
403  According to the data presented in footnotes 270 and 272 above, mobile phones running Windows OS 
(Windows Phone) accounted for, respectively, less than [5 -10]% and less than [10 -20]% of mobile 
phones shipped worldwide and in selected European countries in the period between Q4 2014  and Q3 
2015 . 
98 explained in paragraph (451)  above, the OEM distribution channel cur rently 
accounts for a very limited share of supply of Office products.  
5.2.2.3  Overall assessment of the Final  Commitments  
(460)  As explained in the previous Sections, i n light of the overall positive feedback 
from the market test and of the improvements subsequently included in the Final 
Commitments, the Commission considers that the Final Commitments taken as a 
whole are capable of addressing the serious doubts as to the compatibility of the 
Transaction with the internal market in relation to the possible foreclosure  of 
competing PSN service providers.  
(461)  Regarding the temporal scope  of the Commitments, the Commission notes , first, 
that the market test only reveal ed limited concerns that a five -year duration 
would be insufficient. Second , the information available indica tes that user sign -
ups and activity on PSN services is expected to gradually shift from PCs to 
smart mobile devices in the next years,404 while Microsoft's position in mobile 
OSs is relatively limited.405 The Commission therefore considers that a period of 
time of five years is  sufficient and appropriate  in the present case.  
(462)  In addition, the Commission considers on the basis of the feedback from the 
market test that the monitoring trustee and the arbitration procedure provide for 
appropriate compliance and enforcement mechanisms in the present case.  
(463)  In the context of the assessment of the Revised Commitments, the Commission 
also notes that, on 24 November 2016, Microsoft entered into a cooperation 
agreement with XING . This agreement  provides for enhanced com mercial and 
technical cooperation between the two companies, including as regards the 
XING application for Windows, XING add -ins for Office and XING's use of the 
Microsoft Graph APIs.  This partnership further corroborates the Commission's 
view that, in lig ht of the Final Commitments, Microsoft will not have the ability 
to foreclose competing providers of PSN services from competing against 
LinkedIn in the EEA.   
(464)  Finally, and for the avoidance of doubt, the Commission notes that Microsoft's 
conduct remains su bject to the applicability of EU competition rules, and 
notably of Articles 101 and 102 TFEU.  
5.2.3 Conclusion  
(465)  In the light of the above, the Commission considers that the Final Commitments 
are sufficient to eliminate the serious doubts as to the compatibility of the 
Transaction with the internal market and with the EEA Agreement .  
5.3 Conditions and obligations  
(466)  Under the first sentence of the second subparagraph of Article 6(2) of the 
Merger Regulation, the Commission may attach to its decision conditions and 
oblig ations intended to ensure that the undertakings concerned comply with the 
commitments they have entered into vis-à-vis the Commission with a view to 
rendering the concentration compatible with the internal market.  
                                                 
404  In particular, according to data provided by the Notifying Party, by 2020, […] of all page views on 
LinkedIn worldwide will be on mobile devices. Moreover, while […] of new member sign -ups in the 
EEA were made on mobile devices in 2013, this percentage now represents […] of the total new 
member sign -ups. LinkedIn anticipates that this general trend will continue in the coming years. Form 
CO, paragra phs 171 and 173.  
405 See footnote 403 above.  
99 (467)  The achievement of the measure that gives  rise to the change of the market is a 
condition, whereas the implementing steps which are necessary to achieve this 
result are generally obligations on the parties. Where a condition is not fulfilled, 
the Commission's decision declaring the concentration compatible with the 
internal market no longer stands. Where the undertakings concerned commit a 
breach of an obligation, the Commission may revoke the clearance decision in 
accordance with Article 6(3)(b) of the Merger Regulation. The undertakings 
concerne d may also be subject to fines and periodic penalty payments under 
Articles 14(2) and 15(1) of the Merger Regulation.  
(468)  In accordance with the basic distinction between conditions and obligations 
described above, all requirements set out in the commitments are considered to 
constitute obligations.  
(469)  The full text of the Final Commitments is annexed to this Decision as Annex 1 
and forms an integral part thereof.  
6 CONCLUSION  
(470)  For the above reasons, the Commission has decided not to oppose the notified 
operation as modified by the Final C ommitments and to declare it compatible 
with the internal market and with the functioning of the EEA Agreement, 
subject to full compliance with the obligations contained in the Final 
Commitments. This Decision is adopted in applic ation of Article 6(1)(b) in 
conjunction with Article 6(2) of the Merger Regulation and Article 57 of the 
EEA Agreement.  
For the Commission  
(signed)  
Margrethe VESTAGER  
Member of the Commissio n 












MICROSOFT / LINKEDIN   
Case No. COMP M.8124   
 
13 
  
 
 
Signature: _____________________________  
Name:  ……. 
Position: ……. 
Company:  …….  
Duly authorized and acting for and on behalf of 
Microsoft  
 
Date:…….