Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERG ER REGISTRY, 1049 Brussel,  BELGIË 
 
Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu . 
 EUROPEAN COMMISSION 
 
 
 
  
Brussels, 19.10.2018 
C(2018) 7020 final 
 
    
 To the notifying party:  
 
 
Subject: Case M.8994 - Microsoft / GitHub 
Commission decision pursuant to Article 6(1)(b) of Council 
Regulation No 139/20041 and Article 57 of the Agreement on the 
European Economic Area2 
Dear Sir or Madam, 
(2) On 14 September 2018, the European Commission ("Commission") received a 
notification of a proposed concentra tion pursuant to Article 4 of Council 
Regulation (EC) No 139/20043 by which Microsoft Corporation ("Microsoft" or 
the "Notifying Party", USA) acquires within  the meaning of Article 3(1)(b) of the 
Merger Regulation control of the whol e of GitHub Inc ("GitHub", USA) (the 
"Transaction"). Microsoft a nd GitHub are hereafter collectively referred to as the 
"Parties".  
1. THE PARTIES  
(3) Microsoft is active in the design, development and supply of computer software 
(including various software developmen t and operations ("DevOps") tools), 
hardware devices and related services, cloud-based solutions, online advertising, 
recruiting and professional social network services. 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the 'Merger Regulation'). 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 ma rket' 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 OJ L 24, 29.1.2004, p. 1 (the "Merger Regulation").  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information omitted has been replaced by ranges of figures or a general description.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 (4) GitHub is active in the supply of DevOps  tools and in particular the popular 
source code hosting platform for versi on control and collaboration on software 
development, for use online ("GitHub.com"), and on-premises ("GitHub Enterprise"), and job listing services. As of the time of the notification, GitHub has more than 28 million registered user s, […] million monthly active users, and 
[…] million monthly active contributors.  It hosts approximately […] million 
source code repositories , more than […]% of which are public repos itories used 
for open source code development. 
(5) Developers can join GitHub and create pub lic repositories, or contribute to open 
source projects in existing public reposit ories, at no charge. Developers or 
organizations who wish to obtain add itional features – such as private 
repositories, support, service-level-agr eement guarantees, etc. – must purchase a 
subscription. 
2. T
HE CONCENTRATION  
(6) Pursuant to an agreement and plan of merger signed on 4 June 2018, GitHub will 
become a wholly-owned subsidiary of Mi crosoft. As a result, Microsoft will 
acquire sole control over GitHub.  
(7) Therefore, the Transaction constitutes a concentration within the meaning of 
Article 3(1)(b) of the Merger Regulation. 
3. UNION DIMENSION  
(8) The Transaction does not have a Union dimension within the meaning of 
Article 1(2) or Article 1(3) of the Merger  Regulation as the EU turnover of one of 
the Parties (GitHub) in the last financial year for which data is available at the 
date of the notification amounted to [less than 250]  million. 
(9) Nonetheless, the Transaction fulfils the two conditions set out in Article 4(5) of 
the Merger Regulation since it is a concen tration within the meaning of Article 3 
of the Merger Regulation a nd it is capable of being reviewed under the national 
competition laws of four Member States, namely Austria, Cyprus, Germany and the United Kingdom. 
(10) On 18 June 2018, the Notifying Party info rmed the Commission by means of a 
reasoned submission that the Commissi on should examine the Transaction 
pursuant to Article 4(5) of the Merger  Regulation. The Commission transmitted a 
copy of that submission to th e Member States on 19 June 2018. 
(11) As none of the Member States competent to review the Trans action expressed its 
disagreement as regards the request to  refer the case, the Commission deems the 
Transaction to have a Union dimension pur suant to Article 4(5) of the Merger 
Regulation. 
 
3 4. RELEVANT MARKETS  
4.1. Introduction 
(12) The Parties' activities overlap in DevOps  tools. They both offer a source code 
hosting platform for version control and co llaboration, as well as  code editors and 
integrated development environments ("IDE"). 
(13) Moreover, there are several non-horizontal links between th e Parties' activities, in 
particular between, on the one hand, s ource code hosting platforms for version 
control and collaboration and, on the other hand, othe r DevOps tools and cloud 
services.  
4.2. Relevant markets 
4.2.1.  DevOps tools 
(14) DevOps tools are tools that organisati ons and individuals use when performing 
various tasks necessary to develop and release a piece of software. The term 
DevOps is used to convey the fact th at the development ("Dev") and operations 
("Ops") teams are integrated instead of operating in silos. 
(15) Both Parties are active in the supply of DevOps tool. Within DevOps tools, their 
activities overlap in relation to the s upply of source code hosting services for 
version control and collaboration and code editors/IDEs. 
(16) Moreover, as various DevOps tools are often used in combination with each 
other, non-horizontal links exists with re spect to the Parties’ overlapping DevOps 
tools, namely between on the one hand s ource code hosting platform for version 
control and collaboration and on th e other hand code editors/IDEs. 
(17) Non-horizontal links also exists with respect to the Parties’ non-overlapping 
DevOps tools, namely between:  
- on the one hand Microsoft's Continuous Integration/Continuous Deployment 
("CI/CD") tool that facilitates automatic , continuous integration of new source 
code into app builds and automatic de ployment, Microsoft's virtual white 
board tool called Agile Planning, Mi crosoft's packaging tool allowing 
developers to package app source code  into an app build  and share it with 
other developers for testing and de bugging, and Microsoft's testing tool 
enabling testing new features through a series of automated processes before 
they are deployed to users; and 
- on the other hand, GitHub's source code hosting platform for version control 
and collaboration. 
(18) Finally, a non-horizontal link exists between GitHub's source code hosting 
platform for version control and collabo ration and Microsoft's cloud platform 
offering infrastructure-as-a-service ("IaaS ") and platform-as-a-service ("PaaS"). 
 
4 Product market definition 
Past decisions 
(19) While the Commission has not assessed the boundaries of relevant market(s) for 
DevOps tools in past decisions, it has analysed software development tools.4  
(20) The Commission’s previous analysis indi cated that the software development 
process consists of five main stages that  largely reflect the st ages of the DevOps 
lifecycle, with different cat egories of tools needed at  each stage: (1) analysis; 
(2) design; (3) implementation (or coding) ; (4) testing; and (5) delivery and 
upgrading.  
(21) The Commission, however, eventually " left open the question of whether an 
overall market for software development tools exists, or whet her distinct product 
markets have to be defined within the area of software development tools ."5  
Notifying Party’s view 
(22) The Notifying Party claims that there is  no sound basis for defining distinct 
product markets for different categories of DevOps tools because of the variety of 
products with overlapping functionality a nd developers' abilit y to mix-and-match 
solutions from distinct providers based on their indi vidual preferences. 
Commission’s assessment 
(23) When developing and releasing software , developers accomplish various tasks 
and for each of these tasks they use a specific category of DevOps tool.  
(24) From the demand-side perspective, the different categories of tools are not 
substitutes to accomplish these various tasks.  
(25) From the supply-side perspective, even if  some providers offer suites of products 
covering different tasks (while others offe r point solutions for one specific task), 
this does not mean that supply-side subs titution would justify a relevant market 
encompassing all DevOps tools.  
(26) The responses to the market investigati on tend to confirm the above. All DevOps 
tools customers that replied to the market  investigation indicated that they use a 
wide variety of DevOps tools covering the various tasks that developers need to 
accomplish to develop new software. Th e overwhelming majority of DevOps 
tools customers also indicated that they either always source DevOps tools separately via different li cences/subscriptions from pot entially different providers 
or at least sometimes source them separa tely and sometimes bundled together in 
the same licence.
6  
                                                 
4  Case No COMP/M.4747 IBM / Telelogic , Commission decision of 5 March 2008, paragraphs 14-19. 
5  Ibid, at paragraphs 59 and 122-123; Case M.8223 – Micro Focus/HPE Software Business , Commission 
decision of 8 March 2017, paragraphs 24 and 32. 
6  See replies to Questionnaire Q2 to DevOps tools customers, questions 3 and 4. 
 
5 (27) In any event, for the pur pose of this decision, product market definition can be 
left open because the Transaction does not raise serious doubts as to its compatibility with the internal market regardless of whether there is an overall market for different categories of DevOps  tools or whether there are separate 
markets for each category of DevOps tools. 
Geographic market definition 
Past decisions 
(28) In past decisions analysing software de velopment tools, the Commission left open 
the question whether the relevant geographic market was EEA-wide or worldwide, but the market investigati on in those cases i ndicated a possibly 
worldwide market.
7 
Notifying Party’s view 
(29) The Notifying Party claims that DevOps tools (including hosting platforms for 
version control and collaboration) are av ailable worldwide and developers work 
in coding languages that are used globally.  
Commission’s assessment 
(30) For the purpose of this decision, geographi c market definition for DevOps tools 
can be left open because the Transaction does not raise serious doubts as to its 
compatibility with the internal market regardless of whether any plausible market is EEA-wide or worldwide in scope. 
4.2.2.  Source code hosting services for version control and collaboration 
(31) A version control system is a piece of soft ware that allows tracking and managing 
changes to source code in the developm ent phase. Many forms of version control 
software exist, including decentralised systems like Git
8 and centralised systems 
like Subversion, Perforce or Microsof t's Team Foundation Version Control 
("TFVC"). Decentralised (or distributed) systems allow each developer on a team 
to make a local copy of the source code  being developed, including the entire 
history of changes to that code. This functionality gives each developer the 
flexibility to work simultaneously on his or her respective local copy and then 
                                                 
7  Case No COMP/M.4747 IBM / Telelogic , Commission decision of 5 March 2008, paragraphs 124-126; 
Case M.8223 – Micro Focus/HPE Software Business , Commission decision of 8 March 2017, 
paragraphs 34-36. 
8  Git is by far the most-widely used version contro l system. It is an actively maintained open source 
project originally developed in 2005 by Linus Torvalds, the creator of the Linux operating system 
kernel. As such, it is not controlled by GitHub or by any other source code hosting platforms for 
version control and collaboration. Git provides all the  mechanisms for managing changes to source 
code and sharing those changes with others. As a distributed version control system, each Git 
repository can reside on each developer’s computer with the full history of changes. However, Git 
does not come with a graphical user interface, do es not provide any hos ting service for users’ 
repositories, and does not provide any mechanisms fo r developers to discuss the changes being made 
within a code base. Instead, many source code hosting platforms for version control and collaboration 
provide these additional services and are built on top of the open source Git version control software, 
including GitHub, Microsoft's VSTS and TFS platforms, GitLab, Bitbucket, AWS CodeCommit, Google Cloud Source Repositories
 Gitea, SourceForge, Kallithea, As sembla, and many others. See 
Form CO, https://git-scm.com/ , and https://www.atlassian.com/git/tutorials/what-is-git.   
 
6 synchronise the various copies with a master version of the source code 
maintained on a central server or public  cloud service. In "centralised" version 
control systems, users work off a central copy of the code on a server or in the 
cloud.  
(32) The code files and the history of changes ar e stored in folders called repositories.   
(33) These repositories can either be public repositories whose c ontents are publicly 
accessible or private whose contents are protected from access by unauthorised and unauthenticated users. In order to collaborate with other developers on the 
source code, a developer would have to gi ve access to the repositories to other 
developers by creating a c opy either in the cloud or on an on-premises server 
connected to the Internet. In stead of storing the central copy of the repositories on 
the cloud or in an on-premises server , developers can choose to host their 
repositories on a source code hosting platform for version control and 
collaboration (such as GitHub), which us ually provide a user-friendly interface 
and some additional features. The providers of a source code hosting platform for version control and collaboration usually  offers these hosting platforms for use 
either online (as a service) and/or on-p remises (or hosted on a third-party cloud). 
(34) Both GitHub and Microsoft offer source code  hosting services for version control 
and collaboration. 
(35) GitHub provides the most popular sour ce code hosting platform for version 
control and collaboration both online (GitHub.com) and on- premises (GitHub 
Enterprise). The online platform provides users with access to  a cloud service to 
host the repositories where source codes can be stored for collaboration, to an open source version control system (Git), to a user-friendly interface, as well as to 
a centralised location for developers to di scuss and review with  other developers 
the changes that they are making to sour ce code hosted in a Git repository. The 
on-premises platform offers the same service, except for the access to the cloud service. 
(36) Microsoft offers two source code hosti ng platforms for version control and 
collaboration, i.e. Visual Studio Team Services ("VSTS") and Team Foundation 
Server ("TFS"), both of which include a Git-based and propr ietary centralised 
version control service (TFVC). VSTS is cloud-based and TFS is on-premises. 
Product market definition 
 Past decisions 
(37) In past decisions, the Commission did not  assess the boundaries  of the relevant 
market(s) for source code hosting services for version control and collaboration.  
Notifying Party’s view 
(38) The Notifying Party claims that there is no separate market for source code 
hosting services for version control and collaboration within the DevOps tools 
market. However, if such a potential market was to be looked at, no further sub-segmentation by type of repository (public vs private or online vs on-premises) 
should be considered, because of the ex istence of supply-side substitution.  
 
7 Commission’s assessment 
(39) From the demand-side perspective, th ere appears to be limited (if any) 
substitutability between platforms th at are hosted online and those hosted on-
premises, as well as between public and priv ate repositories. The vast majority of 
customers that replied to the market inve stigation indicated that they would not 
consider using an on-premises Git-based solution or an online Git-based solution 
with private repositories as a credible alternative for a Git-based online platform with public repositories, or vice versa.  
(40) Demand-side substitution also appears to  be limited between Git-based platforms 
and other decentralised solutions, and ev en more between Git-based platforms 
and centralised solutions.
9  
(41) From the supply-side perspective, GitHub and its main competitors – GitLab and 
Atlassian – all provide a Git-based source code hosting service for version control 
and collaboration both on-premises a nd online, with public and private 
repositories.  
(42) For those only providing the service online, respondents to the market 
investigation provided mixed responses as to  whether it would be feasible to start 
offering an on-premises solution in a timely manner and without incurring 
significant additional costs.  
(43) By contrast, the majority of respondents to  the market investigation indicated that 
providers of source code hosting services  on-premises for version control and 
collaboration could start offering an onlin e solution with private repositories in a 
timely manner and without incurring significant additional costs. While extending an offering from online with public repositor ies to online with private repositories 
appears to be easy, the reverse, however,  appears to be more difficult as this 
would require having a suffici ent number of developers  ready to adopt the new 
service to have a critical mass of potent ial contributors to the customers' source 
code projects.
10 
(44) In any event, for the pur pose of this decision, product market definition can be 
left open because the Transaction does not raise serious doubts as to its compatibility with the internal market regardless of whether there is an overall market for source code hosting services fo r version control a nd collaboration or 
whether there are separate markets depe nding on the version control system the 
platform is built on (Git and other decentr alised systems or centralised systems) 
and depending on the type of repository  (public vs private or hosted vs on-
premises). 
Geographic market definition 
Past decisions 
(45) In past decisions, the Commission did not  assess the boundaries  of the relevant 
geographic market(s) for source code hos ting services for version control and 
collaboration.  
                                                 
9  See replies to Questionnaire Q2 to DevOps tools customers, questions 5-7. 
10  See replies to Questionnaire Q1 to DevOps tools and Iaas/PaaS competitors, questions 4-8. 
 
8   Notifying Party’s view 
(46) Irrespective of the definitio n of the product market, th e Notifying Party claims 
that competition in source code hosti ng services for version control and 
collaboration takes place globally. 
Commission’s assessment 
(47) For the purpose of this decision, geographic market definition for source code 
hosting services for version control and collaboration can be left open because the Transaction does not raise serious doubts as to its compatibility with the internal 
market regardless of whether any plausibl e market is EEA-wide or worldwide in 
scope. 
4.2.3.  Code editors and IDEs 
(48) Developers can write code us ing any text editing appli cation such as Microsoft's 
Notepad. Many of them, however, use a c ode editor, which is a text editor 
designed specifically for editing source c ode. Developers can also write code 
using applications ca lled IDEs. IDEs typically include  a code editor as well as 
additional features such as  intelligent code  completion, a compiler/interpreter, 
build automation tools, a de bugger and testing tools.  
(49) GitHub and Microsoft overlap  in code editors and ID Es. GitHub has developed 
the Atom code editor and Atom IDE, wh ich are both open source, offered for free 
and maintained by the open source commun ity. Microsoft offers Visual Studio 
Code and the Visual Studio IDE. 
Product market definition 
Past decisions  
(50) In past decisions, the Commission has not assessed the boundaries of the relevant 
product market(s) for code  editors and IDEs.  
Notifying Party’s view 
(51) The Notifying Party claims that there is no separate market for code editors and 
IDEs. However, if such a potential market were to exist, code editors and IDEs 
would likely be part of the same product market as there is significant demand-
side substitution.  
Commission’s assessment 
(52) Respondents to the market investigation tend to confirm the Notifying Party’s 
claim of demand-side substitution between code editors and IDEs.11  
(53) In any event, for the pur pose of this decision, product market definition can be 
left open because the Transaction does not raise serious doubts as to its compatibility with the internal market regardless of whether there is an overall market for code editors and IDEs or whet her there are separate markets for code 
editors and IDEs. 
                                                 
11  See replies to Questionnaire Q2 to DevOps tools customers, questions 8-11. 
 
9 Geographic market definition 
Past decisions 
(54) In past decisions, the Commission did not  assess the boundaries  of the relevant 
geographic market(s) for code editors and IDEs.  
Commission’s assessment 
(55) For the purpose of this decision, geographi c market definition for code editors 
and IDEs can be left open because the Transaction does not raise serious doubts 
as to its compatibility with the internal market regardle ss of whether any plausible 
market is EEA-wide or worldwide in scope.  
4.2.4.  IaaS/PaaS services 
(56) Cloud computing allows organisations to  outsource their computing needs to 
third-party service providers. Customers th at decide to deploy workloads in the 
cloud can choose from a wide range of se rvices that enable them to manage 
autonomously to a greater or lesser extent  the computing environment. IaaS and 
PaaS are two different forms of cloud co mputing services offering a "stack" of 
hardware and software components/func tionalities on-demand to customers.  
(57) Typically, IaaS comprises the basic capabi lities provided by a physical server i.e. 
(i) data processing (or computing); (ii) data storage; and (iii) networking; each 
supported by (iv) "virtualisa tion" software allowing to si mulate individu al "virtual 
machines" ("VM") allocated to specific customers often referred to as "tenants", and residing on clusters of physical server s hosted in a datacentre. PaaS typically 
comprises the additional software capabilities running on the physical 
infrastructure and required to ultimat ely execute applica tions i.e. runtime 
operating systems and middleware. Provide rs offer a wide and rapidly expanding 
range of services across IaaS and PaaS , pushing into new areas to cater to 
customer demand. 
(58) Microsoft’s Azure cloud platform offers IaaS and PaaS services. GitHub does not 
offer any IaaS or PaaS services. 
Product market definition 
 Past decisions 
(59) In past decisions, the Commission consider ed the following poten tial distinctions 
within IT outsourcing services: (a) public  cloud computing services, (b) IaaS, 
(c) infrastructure outsourci ng services, and (d) applic ation outsourcing services. 
However, the Commission ultimately le ft the product market definition open.12  
                                                 
12  Case No COMP/M.7458 – IBM / INFBusiness of Deutsche Lufthansa ; Commission decision of 
15 December 2014, paragraph 20; Case M.8180 – Verizon / Yahoo , Commission decision of 
21 December 2016, paragraph 72. 
 
10 Notifying Party’s view 
(60) The Notifying Party submits that IaaS and PaaS form part of an overall market 
due to both demand-side and supply-side substitution. All major public cloud service providers offer a fu ll range of IaaS and PaaS services to customers and 
customers choose from a wide range of services and determine the extent to 
which they want to manage the software  environment that they want to have 
available.  
Commission’s assessment 
(61) For the purpose of this decision, produc t market definition can be left open 
because the Transaction does not raise seri ous doubts as to its compatibility with 
the internal market regardless of whether there is an overall market for IaaS and PaaS or whether there are separa te markets for IaaS and PaaS. 
Geographic market definition 
 Past decisions 
(62) In past decisions, the Commission left open whether the geographic scope of the 
market was EEA wide or worldwide.13 
Notifying Party’s view 
(63) The Notifying Party submits that the market for IaaS/PaaS is worldwide or at 
least EEA-wide in scope. 
Commission’s assessment 
(64) For the purpose of this decision, geogr aphic market definition for IaaS/PaaS 
services can be left open because the Tr ansaction does not raise serious doubts as 
to its compatibility with the internal ma rket regardless of whether any plausible 
market is EEA-wide or worldwide in scope. 
5. COMPETITIVE ASSESSMENT  
5.1. Analytical framework 
(65) Under Article 2(2) and (3) of the Merger Regulation, the Commission must assess 
whether a proposed concentration w ould significantly impede effective 
competition in the internal ma rket or in a substantial pa rt of it, in particular 
through the creation or strengthen ing of a dominant position. 
(66) In this respect, a merger may entail hor izontal and/or non- horizontal effects. 
Horizontal effects are thos e deriving from a concentr ation where th e undertakings 
concerned are actual or potential competitors of each other in one or more of the relevant markets concerned. Non-horizonta l effects are those deriving from a 
                                                 
13  See Case No COMP/M.7458 – IBM / INF Business of Deutsche Luftansa ; Commission decision of 
15 December 2014, paragraphs 30-32; Case M.8180 – Verizon / Yahoo , Commission decision of 
21 December 2016, paragraph 75. 
 
11 concentration where the undertakings con cerned are active in different relevant 
markets. 
(67) As regards non-horizontal mergers, two broad types of such mergers can be 
distinguished: vert ical mergers and conglomerate mergers.14 Vertical mergers 
involve companies operating at diffe rent levels of the supply chain.15 
Conglomerate mergers are mergers between firms that are in a relationship which 
is neither horizontal (as competitors in the same relevant market) nor vertical (as suppliers or customers).
16 
(68) A case where a merger entails both horizo ntal and non-horizontal  effects may for 
instance be when the merging firms are not  only in a vertical or conglomerate 
relationship, but are also actual or potenti al competitors of each other in one or 
more of the relevant markets concerned. In such a case, the Commission will appraise horizontal, vertical  and/or conglomerate effects in accordance with the 
guidance set out in the relevant notices.
17 
(69) The Commission appraises horizontal eff ects in accordance with the guidance set 
out in the relevant notice, that is to  say the Horizontal Merger Guidelines.18 
Additionally, the Commission appraises non- horizontal effects in accordance with 
the guidance set out in the relevant notic e, that is to say the Non-Horizontal 
Merger Guidelines. 
5.1.1.  Horizontal effects 
(70) The Horizontal Merger Guidelines disti nguish between two main ways in which 
mergers between actual or potential compe titors on the same relevant market may 
significantly impede effective competition, namely non-coordinated and coordinated effects. 
(71) As regards horizontal non-coordinated effect s, under the substantive test set out in 
Article 2(2) and (3) of the Merger Regulat ion, also mergers that do not lead to the 
creation or the strengthening of the dominant position of a single firm may be incompatible with the internal market. Indeed, the Merger Regulation recognises 
that in oligopolistic markets, it is all th e more necessary to maintain effective 
competition.
19 This is in view of the more significant consequences that mergers 
may have on such markets. For this r eason, the Merger Regulation provides that 
"under certain circumstances, concentra tions involving the elimination of 
important competitive constraints that the merging parties had exerted upon each 
other, as well as a reduction of co mpetitive pressure on the remaining 
competitors, may, even in the absence of a likelihood of coordination between the 
                                                 
14  Guidelines on the assessment of  non-horizontal mergers under the Council Regulation on the control 
of concentrations between undertakings ("Non-Horizontal Merger Guidelines"), OJ C 265, 18.10.2008, 
recital 3. 
15  Non-Horizontal Merger Guidelines, recital 4. 
16  Non-Horizontal Merger Guidelines, recital 5. 
17  Non-Horizontal Merger Guidelines, recital 7. 
18 Guidelines on the assessment of horizontal merg ers under the Council Regul ation on the control of 
concentrations between undertakings ("Horizontal Merger Guidelines"), OJ C 31, 05.02.2004. 
19 Merger Regulation, recital 25. 
 
12 members of the oligopoly, result in a significant impediment to effective 
competition" .20 
(72) The Horizontal Merger Guidelines list a number of factors which may influence 
whether or not significant horizontal non-co ordinated effects are likely to result 
from a merger, such as the large market sh ares of the merging firms, the fact that 
the merging firms are close competitors, th e limited possibilities for customers to 
switch suppliers, or the fact that the merger would eliminate an important 
competitive force. That list of factors a pplies equally regardless of whether a 
merger would create or strengthen a dominant position, or would otherwise 
significantly impede effective competition due to non-coordinated effects. Furthermore, not all of these factors need  to be present to make significant non-
coordinated effects likely and it is not an exhaustive list.
21 Finally, the Horizontal 
Merger Guidelines describe a number of  factors, which could counteract the 
harmful effects of a merger on compe tition, including the likelihood of buyer 
power, entry and efficiencies. 
(73) A merger in a concentrated market ma y also significantly impede effective 
competition due to horizontal coordinate d effects where, through the creation or 
the strengthening of a collective dominant  position, it increases the likelihood that 
firms are able to coordinate  their behaviour and raise prices. A merger may also 
make coordination easier, more stable or  more effective for firms that were 
already coordinating before the merger.22 
5.1.2.  Vertical effects 
(74) A merger is said to result in foreclosure where actual or potential rivals' access to 
supplies or markets is hampered or elimin ated as a result of the merger, thereby 
reducing these companies' ability  and/or incentive to compete.23 Such foreclosure 
may discourage entry or expansion of ri vals or encourage their exit. Such 
foreclosure is regarded as anti-competitive where the merged entity — and, possibly, some of its competitors as we ll — are as a result able to profitably 
increase the price charged to consumers.
24 
(75) Two forms of vertical foreclosure can be  distinguished. The first is where the 
merger is likely to raise the costs of downstream rivals by re stricting their access 
to an important input (input foreclosure). The second is where the merger is likely 
to result in foreclosure of upstream rivals by restricting their access to a sufficiently large customer ba se (customer foreclosure). 
5.1.3.  Conglomerate effects 
(76) In the majority of circumstances, conglomerate mergers do not lead to any 
competition problems but in certain specific cases there may be harm to competition.
25 The main concern in the context of  conglomerate effects is that of 
                                                 
20 Merger Regulation, recital 25. Similar wording is also found in paragraph 25 of the Horizontal Merger 
Guidelines.  
21 Horizontal Merger Guidelines, paragraph 26. 
22 Horizontal Merger Guidelines, paragraph 39. 
23  Non-horizontal Merger Guidelines, paragraph 29. 
24  Non-horizontal Merger Guidelines, paragraph 29. 
25  Non-horizontal Merger Guidelines, paragraph 92. 
 
13 foreclosure. 26 Conglomerate mergers may allow the merged entity to combine 
products in related markets and this may confer on the merged entity the ability 
and incentive to leverage a strong market  position from one market to another by 
means of tying or bundling, or other exclusionary practices. 27 
(77) In assessing the likeliho od of conglomerate effects, the Commission examines, 
first, whether the merged firm would ha ve the ability to foreclose its rivals, 
second, whether it would have the economi c incentive to do so and, third, whether 
a foreclosure strategy would have a significant detrimental effect on competition, thus causing harm to consumers. In practice, these factors are often examined together as they ar e closely intertwined. 
28 
5.2. Identification of potentially affect ed markets and other markets where the 
Transaction may raise serious doubts 
(78) Microsoft and GitHub are ac tive in the supply of DevO ps tool. Within DevOps 
tools, their activities overlap and give ri se to potentially hor izontally affected 
markets only in the supply of source code hosting services for version control and collaboration and code editors/IDEs . Section 5.3 assesses horizontal non-
coordinated effects in the potenti al markets for DevOps tools. 
(79) There are also non-horizontal links between  the Parties’ produc ts. In particular, 
Microsoft offers various DevOps tools th at are often used in combination with 
source code hosting platforms for version control and collaboration such as the 
one offered by GitHub to develop applica tions. Similarly, Microsoft is active in 
IaaS/PaaS services. Developers most ofte n deploy the applications that they are 
developing using a source code hostin g service for version control and 
collaboration to cloud services (IaaS/PaaS ). As GitHub has a share of more than 
30% of the potential market for source c ode hosting services for version control 
and collaboration, the Transaction may potenti ally lead to conglomerate effects to 
the detriment of competing DevOps tool s and/or competing IaaS/PaaS. These two 
potential non-horizontal non-coordinated effects are analysed in section 5.4.  
(80) Finally, GitHub collects data that may be  valuable to develop improved DevOps 
tools and/or IaaS/PaaS. This decision th erefore also analyses whether, post-
Transaction, there would be a risk that the merged entity would refuse or degrade access to GitHub’s data to its downstr eam DevOps tools and/or Iaas/PaaS 
competitors. This last potential non-horizontal non-coordinated effect is also analysed in section 5.4.  
5.3. Horizontal non-coordinated effects 
5.3.1.  Potential overall market for DevOps tools 
(81) The Commission concludes that the Transa ction does not raise serious doubts as 
to its compatibility with the internal ma rket as regards the potential market for 
DevOps tools as a result of horizontal  non-coordinated eff ects. The overlap 
between the Parties would be minimal a nd many competing players would remain 
post-Transaction.  
                                                 
26  Non-horizontal Merger Guidelines, paragraph 93. 
27  Non-horizontal Merger Guidelines, paragraph 93. 
28  Non-horizontal Merger Guidelines, paragraph 94. 
 
14 (82) First, the potentia l overall market for DevOps tools is fragmented. Vendors are 
highly diverse, ranging from small comp anies selling only one- or two-point 
solutions,29 to very large IT corpora tions with a broad portfolio.30  
(83) Second, the Parties’ shares in such a poten tial market are low. According to IDC, 
Microsoft’s worldwide share by revenue in DevOps tools is only [5-10]%, and 
GitHub’s share is only [0-5]%.31 The sources available to the Parties do not 
provide estimates of EEA shares but there is no reason to believe that EEA shares would be materially different from worl dwide shares. As such, if the relevant 
product market were to encompass all cate gories of DevOps tools, this would not 
constitute a horizontally affected market. 
(84) Third, competitors on this potential overa ll market would include IBM ([5-10]% 
worldwide market share), CA Technologi es ([5-10]% worldwide market share), 
Micro Focus which recently acquired Hewl ett Packard Enterprise's software 
business segment, including its DevOps tools ([5-10]%), New Relic ([5-10]%), 
Google ([0-5]%), Atlassian ([0-5]%), VMware ([0-5]%),  AppDynamics ([0-5]%), 
Amazon, GitLab and many others. 
5.3.2.  Potential market for source code hos ting services for version control and 
collaboration 
5.3.2.1.  Market shares 
(85) The combined market shares of the Pa rties are high irrespective of the exact 
market definition for source code hosting services for version control and collaboration. More specifi cally, based on a user survey  provided by the Parties, 
GitHub would have a worldwide user shar e of [40-50]% in th e potential overall 
market for source code hosting services for version control and collaboration 
(including all type of services irrespective of whether they are based on Git, other 
decentralised version control systems and centralised control systems, and 
whether this service is hosted online or  on-premises) while Microsoft would have 
a worldwide user share of [5-10]%. Base d on the same survey data, the Parties 
estimate GitHub's and Microsoft's respec tive worldwide user share would be 
[50-60]% and [0-5]% in a potential market  for source code hosting services for 
decentralised version control and collabo ration, whether hosted online or on-
premises. The Parties have no reason to believe that EEA shares would be materially different. 
(86) Based on another user survey, the Parties estimate that  GitHub's and Microsoft's 
respective worldwide  user share would be [30-40] % and [0-5]% in a potential 
market for source code hosting services  for decentralised Git-based version 
control and collaboration. In the online se gment of such a potential market, the 
estimated respective worldwide user shar es would be [40-50]% and [0-5]%, while 
in the on-premises segment, the respective user shares would be estimated at [5-10]% and [0-5]%. The Parties have no reason to believe that EEA shares 
would be materially different. 
                                                 
29  Solutions limited to one or two functions. 
30  See Form CO, paragraph 229. 
31  See IDC, Worldwide DevOps Software Market Shares, 2016: Year of Growth and Innovation, 
July 2017. 
 
15 (87) The Commission has also looked at alternat ive metrics in order to estimate the 
Parties’ market share, such as the shar e of monthly active users and monthly gross 
addition of repositories. An assessment of  the Parties' market position based on 
these alternative metrics confirms that the Parties' combined market share is 
high.32  
5.3.2.2.  Notifying Party's view 
(88) Despite the high combined market shares , the Notifying Party considers that the 
overlap between the Parties’ activitie s does not raise competition concerns.   
(89) First, the Notifying Party submits that, as reflected in its inte rnal documents, the 
rationale of the Transaction is mainly a reputational leverage to improve the perception of Microsoft’s products in the ey es of developers. The main driver of 
the Transaction for Microsof t is the fact that GitHub is loved by the open source 
community of "Modern Developers" – i. e. Millennial and late Generation X 
developers that prefer open source arch itecture and operating systems, such as 
Linux, over Windows. Despite its increasi ng contribution to the open source 
community over recent years, Microsoft still does not have a good reputation 
among Modern Developers. With the Transaction, Microsoft aims at 
demonstrating its very strong commitme nt towards the open source community, 
by keeping GitHub’s developer-first ethos and maintaining it as an independent 
open platform for all develope rs in all industries. Micr osoft hopes that this will 
change its reputation and that eventually  more developers – many of whom work 
in companies and may play a role in th e procurement of DevOps tools and cloud 
services – will increasingly consider Mi crosoft's cloud offerings (Azure) and its 
various DevOps tools as credible options even for open source software projects. 
(90) Second, Microsoft only has a very limited market presence while there are many 
other providers of source code hosti ng services for version control and 
collaboration.  
(91) Third: (i) barriers to entry and expansion are low; (ii)  switching is technically 
easy because the source code of a project on GitHub as well as the entire history 
of the changes made to the code is also stored on each developer's personal 
computer and can therefore be moved to  another hosting service; and (iii) multi-
homing is common.  
(92) Fourth, Microsoft is not a close competitor of GitHub in source code hosting 
services for version contro l and collaboration. Microsof t is barely present in 
public repository services (Microsoft’s VS TS and TFS products only offer private 
repositories), which account for more th an […]% of GitHub repositories. In 
private repositories whether online or  on-premises, GitHub is lagging behind 
Atlassian's Bitbucket, GitLab and othe rs. Moreover, Microsoft and GitHub are 
not close competitors in private repositories. Microsoft’s strength is with enterprise developers within companies that built their on-premises IT solutions 
on Microsoft’s Windows platform ("Central IT Developers") that use VSTS as 
part of the Microsoft stack. By contra st, GitHub is used principally by teams 
developing line-of-business applications  where VSTS has limited traction.  
                                                 
32  See replies to Questionnaire Q1 to DevOps tools and Iaas/PaaS competitors, question 9. 
 
16 5.3.2.3.  Commission's assessment 
(93) The Commission concludes that the Transa ction does not raise serious doubts as 
to its compatibility with the internal ma rket as regards the potential market for 
source code hosting services for version c ontrol and collaborat ion as a result of 
horizontal non-coordinated effects. 
(94) First, Microsoft's online hosting platform VSTS is not a credible alternative to 
GitHub's online source code hosting platform for version control and collaboration with public re positories. Almost all custom ers that responded to the 
market investigation and that use pub lic repositories on GitHub.com, consider 
GitLab and Bitbucket as the most like ly alternatives they would consider 
switching to if GitHub was not available and do not c onsider Microsoft at all.
 33  
(95) Second, as regards private repositories hos ted online, GitHub's users do not seem 
to consider Microsoft's VSTS a credible a lternative. The vast majority of users of 
private repositories on GitH ub.com that responded to th e market investigation do 
not even consider VSTS a possible alte rnative to GitHub.com. The only customer 
that considered VSTS a potential altern ative, considered it as third potential 
option behind Bitbucket and GitLab. GitL ab and Bitbucket are considered the 
most likely alternatives to GitHub.com for private repositories by the vast 
majority of respondents.34 
(96) Third, the same is true for users of G itHub Enterprise (on premises solution). 
Again GitLab and Bitbucket are considered  the most likely alternatives, whereas 
Microsoft's on premises solution does not  appear as a credible alternative. 35  
(97) Fourth, Microsoft and GitHub are not cl ose competitors. They actually address 
different categories of customers. Custom ers of VSTS and TFS are typically older 
Central IT Developers using a broader set of Microsoft products and services such 
as Microsoft’s Visual St udio and .NET platforms, while GitHub’s users are 
primarily young Modern Developers us ing open source tools and platforms.36  
(98) Fifth,  developers have ample choice to de velop code collaboratively on a Git-
based system similar to GitHub. There is Bitbucket, GitLab, but  also Gitea, AWS 
CodeCommit, Google Cloud Source Reposito ries, Kallithea, SourceForge, etc. 
The vast majority of GitHub's and Microsoft's DevOps tools competitors that responded to the market investigation acknowledged that, post-Transaction, there 
will remain sufficient alternative provide rs of source code hosting services for 
version control and collaboration for developers.
37 
(99) Sixth, the majority of GitHub's custom ers that responded to the market 
investigation confirm that it is easy fo r developers to switch hosting platform.38 In 
particular, they confirm that the source co de of a project on G itHub as well as the 
entire history of the changes made to the code are also stored on each developer's 
                                                 
33  See replies to Questionnaire Q2 to DevOps tools customers, question 15. 
34  See replies to Questionnaire Q2 to DevOps tools customers, question 14. 
35  See replies to Questionnaire Q2 to DevOps tools customers, question 16. 
36  Form CO. 
37  See replies to Questionnaire Q1 to DevOps tools and IaaS/PaaS competitors, question 18. 
38  See replies to Questionnaire Q2 to DevOps tools customers, question 24. 
 
17 personal computer and can th erefore be moved to anot her hosting service fairly 
easily.  
(100)  The ease of switching is facilitated by multi-homing of users between GitHub and 
competing Git-based version control servi ces. According to the data provided by 
the Notifying Party, in the past 12 months […]% of GitHub users also visited 
GitLab and/or Bitbucket.39 This indicates that most users of GitHub are familiar 
with the user interface and other features of competing service providers which reduces any learning cots  involved in switching. 
(101)  Moreover, switching does not appear to raise complex coordination issues. 
According to the information provided by the Notifying Party, […]% of public repositories hosted on GitHub have just a single contributor and a further […]% 
of public repositories have between one and five contributors. Moreover, most 
public repositories on GitHub do not attract contributions  from anyone else than 
the developer that created the repository. 
(102)  Possibility of switching also mitigates any potential network effects from which 
GitHub may benefit. Such ne twork effects may arise nota bly in relation to public 
repositories where the value of a hosting service like GitHub for its users may 
increase as its total number of de velopers (and hosted projects) grows. 
Nevertheless, the ease and propensity of users to switch, as described in 
paragraphs (99)-(101), are likely to weak en any such network effects. Indeed, 
when Microsoft first considered acquiring Gi tHub in […], it identified the risk of 
mass switching of users: "[…]."
40 
(103)  Seventh, while Microsoft acknowledges th at it could technically block the 
portability of issues41 and pull requests42 that can currently be ported to another 
version control service using GitHub’ s Application Programming Interface 
(APIs)43 by shutting down these APIs, it appears unlikely that it would have the 
incentive to do so.  
(104)  In the first place, blocking the portability of such data would be ineffective at 
preventing developers from switching to a rival version control service, because 
only a very small fraction of developers use these features on GitHub ([…]% for 
                                                 
39  Form CO, paragraph 267. 
40  […]. 
41  "Issues" is a bug tracker offered by GitHub that enables users to post "issues" relating to their coding 
work on a project and ask others to  comment, for instance, on how to solve a coding problem or install 
and use a given application. See https://help.github.com/articles/about-issues/ .  
42  A pull request is a feature offered by GitHub that lets developers tell others about changes they have 
pushed to a GitHub repository. Once a pull request is sent, other developers can review the set of 
changes, discuss potential modifications, an d push follow-up changes if necessary. See 
https://help.github.com/articles/about-pull-requests/ .  
43  In computer programming, an application programming interface is a set of subroutine definitions, 
communication protocols, and tools for building software. In general terms, it is a set of clearly defined methods of communication among various components. See 
https://en.wikipedia.org/wiki/A pplication programming interface .  
 
18 pull requests, […]% for issues and […]% for wikis44), and some of this data could 
still be accessed on GitHub.45 
(105)  In the second place, any attempt by Microsof t to block the portability of such data 
would be counterproductive because it would necessarily also degrade the 
interoperability of third part y tools that rely on such data with GitHub services, as 
GitHub cannot selectively degrade access to its APIs.  
(106)  In the third place, degrading the portab ility of such data would most likely 
alienate the open source community and turn Modern Developers away from 
Microsoft’s products and services, undermin ing the rationale for the Transaction 
as described in paragraph 88. 
5.3.3. Potential market for code editors and IDEs 
(107)  The Commission concludes that the Transaction does not raise serious doubts as to its compatibility with the internal ma rket as regards the potential market for 
code editors and IDEs as a result of horizontal non-coordinated effects. 
(108)  First, based on survey data submitted by the Notifying Party, their combined worldwide user share would be: (i) approxima tely [20-30]% ([20- 30]% Microsoft, 
[5-10]% GitHub) in a potential combined  market including code editors and 
IDEs; (ii) [30-40]% in a potential market  including only code  editors ([20-30]% 
Microsoft, [10-20]% GitHub); and (iii) [20-30]% in a potential market including only IDEs ([20-30]% Microsoft, [0-5]% GitHub).
46 However, post-Transaction 
the Parties will continue to compete agai nst a large number of code editors and 
IDEs in a differentiated product space in which developers c hoose the tools that 
they prefer amongst the many options available to them. 
(109)  Second, GitHub's Atom IDE and code edito r are open source software developed 
by a community on GitHub. Even if post-Tr ansaction, Microsoft decided to cease 
supporting Atom, anyone could ‘fork’47 the code and launch a copy of Atom.   
5.4. Non-horizontal non-coordinated effects 
5.4.1. Conglomerate non-coordinated effects to the detriment of competing DevOps 
tools 
5.4.1.1. Potential concern 
(110)  The Commission has assessed a potential c oncern raised by respondents to the 
market investigation whereby Microsoft c ould leverage the p opularity of GitHub's 
source code hosting services for version control and collabora tion to boost its own 
sales of DevOps tools (in particular Vi sual Studio IDE, Visual Studio Code, 
and/or any of VSTS's tools). Microsof t could undertake such  leveraging by: 
                                                 
44  Wiki is a place in the user’s repository where they  can share content about thei r project (e.g., what it is, 
how it has been designed, how to use it, core principles, etc.). 
45  Based on information submitted by the Notifying  Party, the portability of wiki data cannot be 
restricted since wikis reside in repositories and thus can be exported using the Git protocol. 
46  The Parties have no reason to believe that EEA shares would be materially different. 
47  In software engineering, a project fork happens wh en developers take a copy of source code from one 
software package and start independent development on it. As Atom and Atom IDE are open source 
they can be forked. See https://en.wikipedia.org/wiki/Fork (software development) .   
 
19 (i) further integrating Microsoft's DevO ps' tools with GitHub; (ii) limiting 
GitHub's interoperability with competi ng DevOps tools; or (iii) limiting the 
integration of competing DevOps tools with GitHub.  
5.4.1.2.  Notifying Party's view 
(111)  The Notifying Party claims that this concer n is not justified because it would have 
neither the ability nor incentive to fo reclose providers of competing DevOps 
tools. 
(112)  First, GitHub users would rather move their projects to competing Git-based 
source code hosting services for version c ontrol and collaborati on, such as GitLab 
or Bitbucket, rather than be bound to use any of Microsoft's DevOps tools. There 
would be no barrier to switc hing because the source code  of a project on GitHub 
as well as the entire history of the change s made to the code is also stored on each 
developer's personal computer and can therefore be moved to another hosting 
service. Moreover multi-homing is common.  
(113)  Second, Microsoft would not only lose developers and therefore revenues from 
GitHub's source code hosting service fo r version control and collaboration 
activity, it would also alienate the open source community of de velopers and turn 
them away from all of Microsoft's produc ts and services, thereby undermining the 
very rationale of this Transaction.  
5.4.1.3.  Commission's assessment 
(114)  The Commission concludes that Microsoft will have neither the ability nor the 
incentive to foreclose provi ders of competing DevOps tools by further integrating 
Microsoft's DevOps tools with GitHub. 
(115)  First, this would undermine the Tran saction rationale (as described in 
paragraph 88) and limit the integration of  competing DevOps tools with GitHub. 
This has been confirmed by the analysis of Microsoft’s internal documents where 
there was no mention of such a strategy; on the contrary, Micr osoft’s intention is 
to cater for the needs of developers, first among all openness and freedom of choice. 
(116)  Second, even if Microsoft were to start enga ging in such conduct, it is unlikely to 
be successful. 
(117)  In the first place, GitHub users that re sponded to the market investigation 
indicated that they would not let them selves pressured to adopt Microsoft's 
DevOps tools that they are not currently  using. More specif ically, all GitHub's 
customers that expressed an opinion on the matter replied that if, post-
Transaction, Microsoft woul d further integrate Micros oft's DevOps with GitHub 
while limiting the possibilities for comp eting DevOps tool to offer equally 
integrated solutions with GitHub, their de velopers would either switch to other 
source code hosting services for version c ontrol and collaborati on (such as GitLab 
and Bitbucket) or to a le sser extent would continue to use GitHub but not adopt 
 
20 Microsoft's offering. Instead, they would continue using their preferred product 
even if less well integrated with GitHub.48  
(118)  In the second place, the vast majority of  customers that responded to the market 
investigation confirmed that their devel opers would move aw ay from GitHub to 
one of its competitors if they were unha ppy with Microsoft's way of dealing with 
GitHub.49 
(119)  In the third place, as explained in paragr aphs 94-95, several alternative providers 
of source code hosting platforms for vers ion control and colla boration exist to 
which customers could turn and with which DevOps tool  providers could 
integrate and there are no significant barr iers for customers to switch to these 
alternatives. 
5.4.2.  Conglomerate non-coordinated effects to the detriment of competing IaaS/PaaS 
5.4.2.1.  Potential concern 
(120)  The Commission has assessed a potential c oncern raised by respondents to the 
market investigation whereby Microsoft c ould further integrate Microsoft's cloud 
platform Azure with GitHub and degrade or limit interoperability of competing IaaS/PaaS with GitHub to prevent GitHub users from deploying their application 
to their preferred IaaS/PaaS, and thereby foreclose competition in IaaS/PaaS.
50 
5.4.2.2.  Notifying Party's view 
(121)  The Notifying Party claims that this concer n is not justified because it would have 
neither the ability nor the incentive to  foreclose competition in IaaS/PaaS. 
(122)  First, Microsoft would not have the ability  to prevent a developer from deploying 
code to the destination of its choice. This is because deployment from GitHub 
does not involve any GitHub API. If a deve loper is deploying from GitHub using 
a CI/CD tool, that tool reaches into the user’s repository to pull source code via the Git protocol – not via a GitHub API.  
(123)  Second, customers would simply leave GitHub if they were not able to deploy to 
their IaaS/PaaS service of c hoice. The choice of a IaaS/P aaS provider is not at all 
driven by how well it integrates with s ource code hosting platform for version 
control and collaboration, rather a sour ce code hosting platform for version 
                                                 
48  This is true irrespective of the category of DevOps tools Microsoft would attempt to integrate further 
with GitHub and irrespective of whether the develo pers use GitHub's on premises platform or online 
with public or private repositories. See replies to  Questionnaire Q2 to DevOps tools customers, 
questions 26-31. 
49  See replies to Questionnaire Q2 to DevOps tools customers, question 32. 
50  Another concern raised in the market investigation is that Microsoft may engage in mixed bundling of 
GitHub's hosting platform with Microsoft Azure's IaaS/PaaS offe ring, which would lead to the 
foreclosure of competing hosting platforms for version control and collaboration. Given the limited 
market share of Microsoft in IaaS/ PaaS ([5-10]-[10-15]% depending on the exact market definition), the Commission concludes that the merged entity would not have sufficient market power in 
IaaS/PaaS to foreclose its competito rs in the potential market for source code hosting services for 
version control and collaboration. Moreover, and in any event, providers of hosting platforms for version control could team up with a cloud platform like Amazon (which has a much stronger position 
than Microsoft in cloud services) or Google to combine their offers and deploy a counterstrategy.  
 
21 control and collaboration succeeds or fail s based on how well it  integrates with 
IaaS/PaaS services.  
(124)  Third, even if Microsoft were to preven t developers from deploying to competing 
IaaS/PaaS, this would not significantly foreclose competition in IaaS/PaaS, 
because GitHub’s footprint on overall IaaS/P aaS workloads is too limited to have 
any competitive significance. 
5.4.2.3.  Commission's assessment 
(125)  The Commission concludes th at Microsoft will have neither the ability nor 
incentive to foreclose competition in IaaS/PaaS by further integrating Microsoft's Azure with GitHub and by degrading or limiting interoperability of competing 
IaaS/PaaS with GitHub. 
(126)  First, this would undermine the Transaction ratio nale. This has been confirmed by 
the analysis of Microsoft’s internal doc uments where there was no mention of any 
such strategy; on the contrary, Microsoft’s intention is to cater for the needs of developers, first among all openn ess and freedom of choice.  
(127)  Second, this view is shared  by competing providers of  IaaS/PaaS. For example, 
according to Google, " today Microsoft is fully committed to open source and 
would not undermine th e open nature of GitHub ".
51  
(128)  Third, even if Microsoft were to start e ngaging in such conduct, it is unlikely to 
be successful. 
(129)  In the first place, GitHub users that re sponded to the market investigation 
indicated that they would not let themselv es pressured to deploy on Azure, rather 
than on their preferred IaaS /PaaS. More specifically, all GitHub's customers who 
expressed an opinion on the matter replie d that if, post-Transaction, Microsoft 
would further integrate its Azure IaaS /PaaS with GitHub while limiting the 
possibilities for competing IaaS/PaaS pr oviders to offer equally integrated 
solutions with GitHub, their developers w ould switch to other source code hosting 
services for version contro l and collaboration (such as  GitLab and BitBucket).52 
(130)  In the second place, as explained in paragraphs 94-95, several alternative 
providers of source code hosting platform s for version control and collaboration 
exist to which customers could turn to and with which IaaS/PaaS providers could 
integrate and there are no significant barr iers for customers to switch to these 
alternatives. 
5.4.3.  Vertical non-coordinated effect s regarding access to data  
5.4.3.1.  Potential concern  
(131)  GitHub collects three categories of data: us er-generated content, users' personal 
information, and metadata.  
                                                 
51  See minutes of the conference call he ld with Google on 5 September 2018. 
52  See replies to Questionnaire Q2 to DevOps tools customers, questions 26-31. 
 
22 (132)  The user-generated content consists of s ource code, revision hi story, identity of 
author, commit messages,53 as well as the data created using additional tools and 
features offered by GitHub (GitHub issues data, GitHub Projects54 data, GitHub 
pull request data, Wiki pa ges data, Integrators data55). This data is stored in public 
and in private repositories. The users' pe rsonal information consists in data 
collected by GitHub ab out its users to create acc ounts and provide the service, 
such as user name, password, and email address. Metadata consists in data 
generated from the normal commercial  operations of GitHub.com, such as 
measuring and understanding aggregat e usage of GitHub.com features, 
understanding the types of devices accessing GitHub.com (for example, Chrome browser, iPhone and Firefox) , and billing information.  
(133)  The Commission has assessed a potential c oncern raised by respondents to the 
market investigation whereby Microsof t could refuse or degrade access to 
GitHub’s data to its downstream DevOps  tools and/or IaaS/PaaS competitors. 
Should this data be an important input for the development of improved products, these competitors may be unable to offer products on par with those of Microsoft, 
and the intensity of competitive constraints in any of the potential markets for 
DevOps tools and IaaS/PaaS, as well as the level of choice, may be reduced. 
5.4.3.2.  Notifying Party's view 
(134)  The Notifying Party claims that this concer n is not justified because it would have 
neither the ability nor incentive to refuse or degrade access to GitHub’s data to its 
downstream DevOps tools and/or  IaaS/PaaS competitors.  
(135)  First, Microsoft will not have the ability to degrade access to such data. Virtually 
all user-generated content and related da ta in public repositories (source code, 
revision history, identity of author, commit messages) is accessibl e to third parties 
not only via the GitHub API/webhooks
56 but also through the open source Git 
protocol, which GitHub does not control.  
(136)  Second, as regards the data created using additional tools and features offered by 
GitHub (GitHub Issues data, GitHub Proj ects data, GitHub pull request data, Wiki 
pages data, Integrators data), although it is  accessible to third parties only via the 
GitHub API/webhooks, this data has also been archived by third parties and is 
publicly accessible through alternat ive suppliers.  
(137)  Third, user-generated data in private repositories is already unavailable to third 
parties today. Moreover, it is confidential to the user. 
                                                 
53  The changes or edits to a co de are known as "commits". Each  commit has an associated commit 
message, which is a description explaining why a change was made. See Form CO, paragraph 158.   
54  GitHub Projects is a project mana gement and issue tracking tool whic h allows GitHub's users to create 
project boards to organize and prioritize their work. 
55  Integrators data includes data generated on behalf of users by third parties integrating with GitHub, 
such as when a third-party tool creates a “check ” in GitHub to reflect tests passed or running. 
According to the Notifying Party, G itHub does not control what data an integrator chooses to provide 
to the customer, so the scope of the integrator data can vary. 
56  Webhooks provide a way for notifications to be deliv ered to an external web server whenever certain 
actions occur on a repository or organization. Us ing the GitHub API, developers can make these, 
trigger CI builds, update a backup mirror, or even deploy to your production server. See 
https://help.github.com/articles/about-webhooks/ .  
 
23 (138)  Fourth, user personal information and meta data is not competitively significant 
and its use by Microsoft would not offer a competitive edge over its competitors.  
5.4.3.3.  Commission's assessment 
(139)  The Commission concludes th at Microsoft will have neither the ability nor 
incentive to refuse or degrade access to GitHub’s data to its downstream DevOps 
tools and/or IaaS/PaaS competitors, in a way that would foreclose competition in those potential markets. This has been confirmed by the analys is of Microsoft’s 
internal documents where there was no mention of any such strategy; on the 
contrary, Microsoft’s intenti on is to cater for the needs of developers, first among 
all openness and freedom of choice.  
(140)  The Commission has reached this conclusion for: (1) data currently accessible to 
third parties, i.e. user-generated data in public repositories; and (2) data currently not accessible to third parties (i.e. bus iness operations information, personal 
information and data in private repositories).  
Data currently accessible to third parties 
(141)  First, Microsoft will not have the ability to  restrict access to most of the data that 
is currently accessible to third parties (s ource code, revision history, identity of 
author, commit messages in relation to public repositories). This data is accessible 
not only via the GitHub API/webhooks but also through the Git protocol, which 
GitHub does not control. G itHub wiki data is  also accessible through the Git 
protocol that Microsof t cannot block without f undamentally altering the 
architecture of Git.
57 
(142)  Second, in addition to such data, GitHub co llects issues data, projects data, pull 
request data and integrators data. Alt hough Microsoft could block access to such 
data by shutting down the GitHub APIs, it will not have the incentive to do so.  
(143)  In the first place, shutting down the G itHub APIs would generally reduce the 
attractiveness of GitHub as it would necessarily degrade th e interoperability of all 
third party tools that rely on such data. Indeed, Microsoft would be unable to shut 
down the GitHub APIs for certain use cases or for specific competitors. Consequently, Microsoft would have to  break existing project workflows and 
degrade the overall user experience on GitHub, with the risk of losing many 
customers to competing version control systems.
58  
(144)  In the second place, if Micr osoft were to engage in such a strategy, it would 
undermine the trust that GitHub has gained  with Modern Developers by keeping 
its platform open.59 
(145)  Fourth, even if Microsoft were to block access to issues data, projects data, pull 
request data and integrators data, this is unlikely to lead to anticompetitive effects. 
                                                 
57  See Microsoft's response to the Commission's request for information of 1 October 2018 (RFI 5), 
paragraph 28. 
58  See Microsoft's response to the Commission's request for information of 1 October 2018 (RFI 5), 
paragraphs 14 and 31. 
59  See Microsoft's response to the Commission's request for information of 1 October 2018 (RFI 5), 
paragraphs 31-32. 
 
24 (146)  In the first place, these categories of user-generated data do not seem to be 
competitively important inputs that Micros oft could reserve for itself. Microsoft 
currently does not have any concrete plans to use them, and does not see the value 
that it could bring.60  
(147)  In the second place, none of the respondents to the market investigation indicated 
otherwise.61 Rather the majority of competito rs that responded to the market 
investigation did not consider any of the GitHub data as essential to their 
activity.62 
(148)  In the third place, competitors have access to  equivalent user-generated data that 
Microsoft does not and cannot control. Currently, GH Torrent, Google Big Query 
and GH Archive provide access to data in GitHub public repositories and Microsoft cannot block access to these existing da ta repositories.
63 
(149)  In the fourth place, there are alternative data sources that provide insights into 
developer activity, including public repos itories hosted on GitLab, Bitbucket and 
other sites providing version control se rvices. The same is true of Stack 
Overflow64 and similar Q&A sites. These site s – like issues a nd pull requests – 
can be mined to obtain in sights into the problems and bugs that developers are 
facing and how they can be fixed. Stack Overflow data can be analysed using 
Google BigQuery. 
(150)  In the fifth place, a majority of competitors that responded to the market 
investigation indicated that, post-Transaction, there will remain sufficient alternative providers of data equivalent to that currently accessible on GitHub for 
their respective activities.
65 
Data currently not accessible to third parties 
(151)  First, as the rest of the data ge nerated by GitHub (business operations 
information, personal information and data in  private repositories ) is currently not 
accessible to third parties, and as absent  the Transaction there is no evidence 
demonstrating the likelihood that GitHub w ould start offering access to this data, 
the Transaction will not lead to  any restriction of access to such data.  
(152)  Second, in any event, none of  this data is likely to be competitively significant. 
Based on the information available to the Commission, user-generated data in private repositories is not a competitively un ique and critical input , as it is similar 
in nature to the data contained in GitHub public repositories or in repositories of 
competing source code hosting platforms for version control and collaboration 
such as GitLab and Bitbucket.
66 
                                                 
60  See Microsoft's response to the Commission's request for information of 1 October 2018 (RFI 5), 
paragraph 30. 
61  Questionnaire Q1 to DevOps tools and IaaS/PaaS competitors, questions 31-32 and 39. 
62  Questionnaire Q1 to DevOps tools and IaaS/PaaS competitors, question 31. 
63  See Microsoft's response to the Commission's request for information of 1 October 2018 (RFI 5), 
paragraph 33. 
64  It is a site dedicated to software developers. 
65  Questionnaire Q1 to DevOps tools and IaaS/PaaS competitors, question 32. 
66  See Form CO, paragraph 326. 
 
25 (153)  Third, Microsoft's post-merger access to the user-generated data in private 
repositories and personal information will be subject to important constraints, as per GitHub's Terms of Services.
67 Microsoft could not acc ess such data to its 
benefit, while denying access to compe titors, without breaching GitHub's Terms 
of Services with its customers.  
6. CONCLUSION  
(154)  For the above reasons, the European Co mmission has decided not to oppose the 
notified operation and to declare it compatib le with the internal market and with 
the EEA Agreement. This decision is adopted  in application of Article 6(1)(b) of 
the Merger Regulation and Article  57 of the EEA Agreement. 
For the Commission 
(Signed) 
Margrethe VESTAGER Member of the Commission 
                                                 
67  According to the Notifying Pa rty, GitHub protects private repos itories from unauthorised access. 
GitHub employees may not access the contents of pr ivate repositories except fo r support, with user 
knowledge and consent, to maintain the integrity of  the service, or for security reasons. Users of 
private repositories may by opting in enable GitHub to perform a "read-only" an alysis of that specific 
private repository. That means the data is scanned by machine and never read by GitHub staff. See 
About GitHub’s Use of Your Data (available at https://help.github.com/articles/about-github-s-use-of-
your-data/ ).