CASE HUB ARCHIVED—this archived case hub reflects the position at the date of the judgment of 12/05/2021; it is no longer maintained. See further, timeline Case facts Outline An appeal against the CAT’s judgment of 13 November 2020 which dismissed an appeal against the CMA’s decision in which it refused to grant Facebook derogations to an IEO imposed in relation to the completed acquisition of Giphy by Facebook through a stock conversion by its wholly-owned subsidiary, Tabby Acquisition. Latest developments On 13 May 2021, the Court of Appeal issues its judgment in which it dismissed the appeal in its entirety. Parties Applicant:• Facebook, Inc, a US-based company, is a social media conglomerate.• Facebook UK Limited provides sales support, marketing services and engineering support to the Facebook group and acts as a reseller of advertising services to larger UK customers (together, Facebook)Respondent• Competition and Markets Authority (CMA)Other parties• Giphy Inc (Giphy), a UK-based company, operates an online database and search engine that primarily allows users to search and share GIFs and GIF stickers Background Acquisition

CASE HUB ARCHIVED—this archived case hub reflects the position at the date of the judgment of 13 November 2020; it is no longer maintained. See further, imeline and commentary. Case facts Outline An appeal by Facebook against the CMA’s decision to refuse to grant derogations to an IEO imposed in relation to the completed acquisition of Giphy by Facebook through a stock conversion by its wholly-owned subsidiary, Tabby Acquisition. Latest development On 13 November 2020, the CAT issued its judgment in which it dismissed the appeal in its entirety. Parties Applicant• Facebook, Inc, a US-based company, is a social media conglomerate.• Facebook UK Limited provides sales support, marketing services and engineering support to the Facebook group and acts as a reseller of advertising services to larger UK customers (together, Facebook)Respondent• Competition and Markets Authority (CMA)Other parties• Giphy Inc (Giphy), a UK-based company, operates an online database and search engine that primarily allows users to search and share GIFs and GIF stickers Background Acquisition of Giphy On 15 May 2020, Facebook purchased Giphy. The transaction was structured

CASE HUB NOTE—appeal lodged before the CAT in 1429/4/12/21 Archived—this archived case hub reflects the position at the date of the decision of 30 November 2021; it is no longer maintained. See further, timeline. Case facts Outline UK merger investigation into the completed acquisition by Facebook, Inc (now Meta Platforms Inc) of Giphy, Inc. The transaction involved overlaps in the provision of digital advertising and the supply of GIFs. Latest developments On 4 February 2022, the CMA published a second notice of a penalty imposed on Facebook, Tabby Acquisition., and Facebook UK Limited (jointly and severally) for failure to comply with the IEO. A total fine of £1.5m was imposed.The IEO required Facebook to actively inform the CMA of any ‘material changes’ to the business, including resignations of key staff, and then seek prior consent before rehiring or redistributing responsibilities. Facebook failed on both accounts following the resignation of three key employees and the reallocation of their roles. These three individuals had previously been included on a list of key staff provided

CASE HUB ARCHIVED—this archived case hub reflects the position of the decision of 18 October 2022; it is no longer maintained. See further, timeline. Case facts Outline UK remittal investigation into the completed acquisition by Facebook, Inc (now Meta Platforms, Inc) of Giphy, Inc. The transaction involves horizontal overlaps in markets for the retail of sports fashion footwear and clothing. Latest developments On 18 October 2022, the CMA issued its final report in its phase 2 investigation, finding again that the transaction has resulted in an SLC in display advertising services in the UK as a result of horizontal effects, and in social media services worldwide (including in the UK) as a result of vertical effects.As a result, the CMA decided that only divestment of Giphy to a suitable purchaser would be the most effective remedy. Parties • Meta Platforms, Inc. (Meta): Meta was founded in 2002. Until 28 October 2021, it was known as ‘Facebook’. It is the parent company of a group which offers a wide range of online products

CASE HUB ARCHIVED–this archived case hub reflects the position at the date of the decision of 18 May 2017; it is no longer maintained. See further, timeline, commentary and related cases. Case facts Outline European Commission merger investigation under Article 14(1) into misleading information provided by Facebook during the Commission’s 2014 investigation into Facebook’s acquisition of WhatsApp (Case M.8228). Latest developments On 18 May 2017, the Commission issued its infringement decision and imposed a fine of €110m on Facebook. Parties Facebook is a US-based social media company. Background The Facebook/WhatsApp (M.7217) investigation On 19 February 2014, Facebook agreed to acquire WhatsApp for US$19bn. On 19 May 2014, Facebook submitted a Form RS to the Commission requesting that the transaction be investigated by the Commission under Article 4(5) as a result of meeting notification thresholds in three Member States. This was accepted by the Commission after no competent Member State expressed disagreement. Facebook subsequently notified the Commission of its proposed acquisition of WhatsApp on 29 August 2014 (under case number M.7217). The Commission subsequently

binding ADR processes where a third party neutral makes a decision for the parties after presentation of facts and arguments. Examples include: mediation-arbitration (med-arb), judicial appraisal, expert determination and adjudication

[Insert organisation name] takes great pride in the way we conduct our business. Our Code of ethics embodies the standards and policies under which we operate. It applies to us all. Please take care to read the Code, understand it and use it to guide you in your work. If you have any questions about the Code and its application, you should speak with [insert contact details]. [Insert organisation name] has a zero tolerance towards the criminal facilitation of tax evasion. We are committed

1 Introduction 1.1 Tax evasion is a major issue in world trade, despite the many dedicated efforts to prevent it. Tax evasion is very damaging to the societies in which it occurs; it diverts money and other resources from those who need them most and hinders economic and social development. 1.2 We have performed an [organisation OR firm]-wide assessment of the areas where we are most at risk of involvement in the facilitation of tax evasion. This document records the risks we have assessed and the conclusions reached. 1.3 The review included consideration of: 1.3.1 the profile and demographic of our [customer OR client] base; 1.3.2 the geographical areas in which we operate; 1.3.3 the sectors in which we operate; 1.3.4 the [services AND/OR products] we offer; 1.3.5 the type of transactions in which we are involved; 1.3.6 existing and future business partnerships and opportunities; 1.3.7 internal factors. 2 Internal and external sources of information in relation to risk 2.1 We have identified the following internal and external sources of information in relation to risk: Internal External [ [Customer OR Client] onboarding data, eg to identify different types of products/services currently offered] Government guidance on common tax evasion facilitation risks. [Finance/practice management

A term for small payments other than a fee paid directly to a public official sometimes legal but often counting as a bribe.

Facilitating the performance of a duty by public officials Facilitation payments, also known as facilitating or grease payments, are generally small amounts of money paid to public officials or others as a means of ensuring that they perform their duty, whether more promptly or at all. It can also include the giving of ‘gifts’, such as cigarettes or alcohol. In some jurisdictions such payments are customary and legal (eg they are permitted in certain circumstances by the US Foreign Corrupt Practices Act 1977 (FCPA 1977), see Practice Note: The US Foreign Corrupt Practices Act 1977 (FCPA 1977) and Bribery Act 2010 (BA 2010) comparison table). Are facilitation payments illegal under BA 2010? Facilitation payments constitute the offering, promising or giving of a financial advantage and amount to bribery, as they are not exempted under the Bribery Act 2010 (BA 2010). Active bribery offences Active bribery is explicitly prohibited by BA 2010. A facilitation payment made directly or indirectly to a public official, an employee of any organisation or business,

When approaching contract drafting the focus is frequently fixed on the negotiation of the main body of the contract provisions and it is often considered that the schedules are the place for ancillary information, such as agreed template forms and security documents (eg bonds and guarantees) which work alongside the main contract terms and conditions. In an FM contract, far from being ancillary, the schedules form an essential and integral part of the contract, as they include the detail which evidences the client's requirements and drives the parties’ contractual expectations as to value and performance. The extent to which schedules are utilised in FM contracts differs in practice depending on the complexity and scope of services to be performed. It should always be assessed on a project-by-project basis as to which schedules are required and how detailed they should be. For example, industry standard contract forms for use on more straightforward and short term projects incorporate, as a minimum, schedules that cover: • project and financial details • services • specifications This Practice

When entering into a facilities management (FM) arrangement there are many contractual issues for the parties to consider, ranging from how to best place the contract (procurement options and requirements) all the way through to what will happen if, in practice, the contract doesn't live up to expectations (change mechanisms, termination and dispute resolution). This Practice Note summarises the key contractual issues to be addressed when putting together the formal contract document. Each of the issues requires careful consideration and tailoring to take into account any specific project requirements, but it is essential that during negotiations the parties keep in mind the overall contractual matrix of risks and responsibilities (see diagram: What does a Facilities Management contract look like—diagram). Procurement issues Issues around the procurement of FM services can be split into two categories: • how will the client go about procuring the FM contract relationship itself? What will be the process for tendering and entering into the contract? Does the client’s identity and status mean that additional procedural requirements will be placed upon it by public procurement