Why EU interest in small tech acquisitions shouldn’t be a surprise

There was a sense of tech regulation déjà vu this week: In an echo of a policy laid out by the FTC earlier this month, the European Union is now interested in inspecting smaller tech acquisitions, too. But don't be too surprised by the parallelism.

On the sidelines of announcing the European Commission's new digital strategy this week, European Commission executive vice president Margrethe Vestager said that she wanted to look into acquisitions of smaller European startups made by U.S. technology giants.

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"What we will try to do is to find ways to make sure that we see these acquisitions because sometimes these businesses are quite small, and maybe the sums, the turnover will not meet our thresholds," Vestager said in an interview with CNBC. She added that she wants to make sure that any such acquisition is "pro-competition, it is pro-innovation, and not the opposite."

That bears striking resemblance to the FTC decision, announced last week, to examine a decade's worth of past mergers and acquisitions by Alphabet, Amazon, Apple, Facebook and Microsoft — including those below the threshold set by the Hart-Scott-Rodino Act. Under that law, companies don't have to report to the agency acquisitions that fall below its oversight threshold. (The threshold is $90 million now, but will rise to $94 million soon.)

Because tech giants operate on a global scale, nations must cooperate if they want to effectively review and take action against acquisitions to protect competition and consumer rights. And, of course, that means that when inquiries or policy approaches pop up in one place, they can often appear elsewhere, too.

That seems to be the case with antitrust and competition enforcement authorities' interest in smaller deals made by big tech companies.

"I expect the FTC to cooperate closely with other countries in pursuing these issues and to share what it learns with other antitrust agencies," said William Kovacic, a former FTC chair and law professor at the George Washington University.

FTC spokesperson Betsy Lordan said via email that she couldn't "comment on the specifics." But she added that the agency is "in continual contact" with European counterparts about antitrust matters. The agency's website notes that it "works with more than 100 foreign competition and consumer protection authorities around the world," through both "formal and informal agreements."

It is currently unclear which specific smaller deals the U.S. and EU authorities might seek to investigate, or how or whether they will team up to review acquisitions. But both authorities seem to be interested in the same issues, said Kovacic: "How do acquisitions by leading firms of new, small enterprises affect competition in the tech sector?"

Last week, Protocol published a list of smaller tech acquisitions that might catch the eye of the FTC. That included takeovers including the group messaging app Beluga, which was acquired by Facebook in 2011 and quickly shuttered after the social media giant launched its own app, Messenger. And DocVerse, a Microsoft Office collaboration service that was acquired by Alphabet and shuttered just one year later, but some of whose features live on Google Drive.

There are plenty of similar acquisitions that could pique the interest of European regulators. Twitter, for instance, acquired the London AI company Magic Pony for $150 million in 2016, then rolled it into Cortex, its group of machine learning researchers. Facebook acquired the London-based startup Bloomsbury AI, which uses natural language processing to process and analyze text, for $30 million. It was quickly shuttered. More recently, Apple in 2019 acquired the British startup Spectral Edge, which uses machine learning to improve smartphone images. The company no longer has a web presence.

There is a history of formal cooperation between EU and U.S. on competition issues, including reviews of mergers and acquisitions, formalized in a nearly 30-year-old agreement. And the authorities have frequently worked on overlapping investigations, such as the FTC and EU's ongoing inquiries into allegations regarding anticompetitive behavior by the chipmaker Broadcom.

Correction: Updated to correct Margrethe Vestager's title on Feb. 21, 2020.