On March 5, 2025, the UK Competition and Markets Authority (CMA) concluded that Microsoft’s partnership with OpenAI did not qualify as a relevant merger situation under the Enterprise Act 2002. The regulator had examined whether Microsoft controlled OpenAI, but found that it had a high degree of influence without the power to determine OpenAI’s commercial policy. The decision closed this merger-control case; it did not clear the partnership of all competition concerns.
What the CMA decided
The CMA found that Microsoft’s relationship with OpenAI, in the form it assessed, did not meet the legal test for a relevant merger situation. It therefore did not refer the matter to a deeper Phase 2 investigation under Section 22 of the Enterprise Act 2002. The case page records the Phase 1 outcome as “found not to qualify.” The CMA’s case page lists the decision and its procedural history.
This was a decision about the CMA’s authority to review the relationship under merger-control law—not a finding that the partnership was harmless or that Microsoft had no influence over OpenAI.
Why influence did not amount to control
UK merger control generally requires two or more enterprises to cease being distinct because one acquires control, or changes its level of control, over another. A relevant merger situation must also meet a UK turnover or share-of-supply test and the applicable timing requirements. The CMA stopped at the first requirement: it did not find that Microsoft had acquired the kind of control needed for the companies to cease being distinct.
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Material influence
Material influence means the ability to influence another company’s commercial policy, potentially to a substantial degree. The CMA found that Microsoft had a high level of material influence over OpenAI. It considered the investment, governance involvement, cloud-compute relationship, intellectual-property arrangements and commercialization rights relevant to that influence.
De facto control
De facto control is a stronger finding: the ability to determine a company’s commercial policy in practice. The CMA concluded that the evidence did not show Microsoft could determine OpenAI’s commercial policy. In its full decision, published April 15, 2025, the CMA said Microsoft had influenced OpenAI since their partnership began in 2019 but did not currently exercise de facto control.
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Why the relationship drew scrutiny
The CMA described a close, multifaceted relationship that combined investment, technology development and commercial arrangements. Its December 2023 announcement described Microsoft as OpenAI’s exclusive cloud-services provider. The regulator also considered the events surrounding Sam Altman’s temporary removal and return as CEO in November 2023, which raised questions about how OpenAI’s governance worked in practice. The CMA’s invitation to comment set out why it was seeking views on whether the relationship might constitute a merger.
The competition questions extended beyond corporate governance. The CMA identified potential implications for access to OpenAI models, cloud-compute competition, productivity software, accelerated computing, foundation models, model distribution and chatbot services. These were areas of concern prompting scrutiny, not findings that the partnership had harmed competition.
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What the CMA examined—and what changed
To assess whether the partnership amounted to a change of control, the CMA considered submissions and responses to information requests from Microsoft and OpenAI, internal documents, the November 2023 governance developments and how the relationship operated over time. It looked at Microsoft’s investment and governance role alongside the supply of computing capacity and the parties’ intellectual-property and commercialization arrangements. The regulator said it assessed commercial realities, not just the wording of contracts.
The relationship was evolving during the review. In particular, the CMA pointed to developments that reduced OpenAI’s reliance on Microsoft for computing capacity. That change formed part of a complicated assessment of the partnership’s current form; the decision is not a permanent ruling on every arrangement the companies might make in the future.
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Timeline of the CMA case
- December 8, 2023: The CMA invited comments on whether the Microsoft–OpenAI relationship, including recent governance developments, might constitute a relevant merger situation.
- March 4, 2025: The CMA announced that it had launched a formal merger inquiry.
- March 5, 2025: It announced that the partnership was found not to qualify under the merger provisions.
- April 15, 2025: The CMA published the full decision.
The case page’s “found not to qualify” outcome is shorthand for not qualifying for further examination under merger-control jurisdiction. It does not mean the CMA never investigated the relationship: the authority opened a formal inquiry and assessed the control question. The case page records the dates and status.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.What the decision did not resolve
Because the CMA did not find the necessary change of control, it did not need to determine whether the other jurisdictional tests were met or whether the partnership could substantially lessen competition in the UK. The decision therefore made no finding that the arrangement was benign for competitors, business customers or consumers, and it did not answer whether Microsoft and OpenAI met the turnover or share-of-supply tests.
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That distinction matters for businesses and investors interpreting the result: the CMA closed this particular merger-control route on jurisdictional grounds, rather than completing a substantive assessment of competitive effects.
How the decision fits the CMA’s wider AI work
The CMA has said AI partnerships can support innovation and efficiency while also creating ways for established firms to protect or extend market power. Its wider work has considered arrangements involving Microsoft and Mistral AI, Amazon and Anthropic, and Microsoft and Inflection AI. Those matters had different procedural outcomes, illustrating that a partnership can receive regulatory scrutiny without necessarily qualifying as a merger. The CMA’s overview of AI partnership reviews explains the broader approach.
The CMA also said it was continuing wider work on competition in foundation models and a cloud-infrastructure market investigation. Those activities are distinct from the finding on whether this Microsoft–OpenAI relationship qualified as a merger.
Could a changed relationship be assessed differently?
The decision concerned the partnership in its assessed form, not every possible future version. A material change in ownership, governance rights, commercial dependence, cloud arrangements, intellectual-property rights or distribution terms could raise a different merger-control question. That is a legal possibility, not an announcement that a new investigation is planned. The decision also does not prevent the CMA or other regulators from examining other conduct under their separate competition or digital-markets powers.
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