Europe Fines Microsoft $732 Million Over Antitrust Law

Joaquín Almunia, the E.U. competition commissioner, said the Union had been “naïve” to put Microsoft in charge of monitoring its adherence to the deal it agreed to in 2009, when his predecessor let the company escape a fine in exchange for offering users of its Windows software a wider choice of Internet browsers.

But Mr. Almunia insisted that the enforcement of settlements could be sufficiently strengthened to ensure that companies abide by their pledges, and he signaled that he would not retreat from his goal to use such deals to avoid lengthy legal battles with major companies in swiftly evolving technology markets.

Settlements “allow for rapid solutions to competition problems,” Mr. Almunia said. “Of course such decisions require strict compliance” and the “failure to comply is a very serious infringement that must be sanctioned accordingly.”

Microsoft agreed to alter Windows for five years to give users of newly purchased computers in Europe a ballot screen that would allow them to easily download other browsers from the Internet and to turn off Microsoft’s own browser, Internet Explorer.

Microsoft told the commission at the end of 2011 that it had been abiding by the deal. “We trusted the reports about the compliance,” Mr. Almunia said Wednesday.

In fact, the company had failed to include the ballot system in certain products starting in May 2011, affecting more than 15 million European users. The lapse came to light in July 2012, after rival companies reported its absence.

“We take full responsibility for the technical error that caused this problem and have apologized,” Microsoft said Wednesday. “We have taken steps to strengthen our software development and other processes to help avoid this mistake — or anything similar — in the future.”

A Microsoft spokesman declined to comment on whether the company would appeal, but it seemed unlikely, as the company prefers to focus on its rivalry with Google. Microsoft is among the companies that have complained about Google’s business practices to Mr. Almunia

The fine comes as Mr. Almunia’s office is negotiating with Google to try to resolve the commission’s concerns about the way it runs its Internet search service and its advertising business.

Mr. Almunia said Wednesday that attempts to reach a deal with Google were continuing and were unrelated to the decision taken against Microsoft. But he made it clear that the substantial fine was meant to serve as a warning to others.

If Google eventually settles, it “will have to exert extra care to not give the impression that it is deviating from the commitments that such a settlement will entail” to avoid a similarly high fine, Mario Mariniello, a research fellow at Bruegel in Brussels and a former antitrust official, wrote in a blog post.

But Mr. Almunia said some of the blame rested with regulators and indicated that the commission might never again, in effect, put the fox in charge of the henhouse.

“Maybe we should have tried to complement the responsibilities of the reports about the implementation, but we only reacted when we received the first complaint,” Mr. Almunia said. “Maybe in 2009 we were even more naïve than today.”

He said the commission would be more inclined to use trustees to police future settlements, would be more precise in defining their responsibilities and would “pay even more attention to the reports that the monitoring trustees will send to us.”

Companies that agree to settlements usually pay for trustees, but the choices are vetted for conflicts of interest, according to E.U. officials.

Since 2003, when the current settlement rule was introduced, the commission has taken 29 such decisions. But there were no appointments of independent monitoring trustees in the majority of those cases, including in a settlement with I.B.M. in late 2011.

Mr. Almunia said he had not yet decided whether to appoint a trustee to oversee whether Microsoft was adhering to the rest of its compliance period in the browser case, which runs to 2014.

Microsoft has been a special case in the history of E.U. antitrust enforcement, racking up a total of €2.26 billion, or $3.4 billion, in fines over about a decade.

Microsoft was the first company to pay so-called periodic penalties for failing to follow an order to make it easier for rival products to communicate with powerful server computers running Windows. That amount, nearly €900 million, was subsequently reduced to €860 million after the company appealed to the General Court of the European Union.

The decision against Microsoft was another milestone for E.U. antitrust law, and for Microsoft, which became the first company to be punished for failing to adhere to a settlement.

Although the commission can levy fines of up 10 percent of a company’s most recent global annual sales, the penalty on Wednesday represented 1 percent of Microsoft’s annual sales, partly because the company cooperated with the commission after the issue came to light.

Mr. Almunia said there had been no indication that Microsoft intentionally broke the settlement agreement.

The fact that nobody — apart, apparently, from rival companies — noticed the absence of the browser choice screen for more than a year has prompted critics of the European antitrust enforcement to question the effectiveness of the measure.

But Mr. Almunia insisted Wednesday that the remedy had been effective, saying that, “our decision was very relevant in opening the market and broadening the choice for users, for what kind of browsers they want to use.”

Microsoft, which currently offers a browser choice in its latest Windows 8 operating systems in Europe, said last year that it was prepared to extend the system beyond 2014 by an additional 15 months, partly to atone for its error. But it remained unclear on Wednesday whether that plan would go forward.

This article has been revised to reflect the following correction:

Correction: March 6, 2013

An earlier version of this article misstated the 14-month period in which, according to European officials, Microsoft failed to offer a choice of browsers to more than 15 million European users of the Windows 7 SP1 version. It was in 2011 and 2012, not from 2011 to 2014.

DealBook: Massachusetts Fines Morgan Stanley Over Facebook I.P.O.

Richard Drew/Associated PressAlmost as soon as Facebook went public on May 18, questions arose and problems showed up with the trading of its shares.

10:48 a.m. | Updated Morgan Stanley is paying for its role in the troubled stock market debut of Facebook.

On Monday, Massachusetts’s top financial authority fined the bank $5 million for violating securities laws, the first major regulatory action tied to Facebook’s initial public stock offering.

William F. Galvin, the secretary of the commonwealth of Massachusetts, accused the bank of improperly influencing the stock offering process. The regulator’s consent order asserts that a senior Morgan Stanley banker coached Facebook on how to share information with stock analysts who cover the social media company, a potential violation of a landmark legal settlement with Wall Street. While the banker never contacted the analysts directly, his actions, Mr. Galvin said, put ordinary investors at a disadvantage because they lacked access to the same research.

“The broader message here is we are going to use any means possible to enforce the strict code in place about giving out information,” Mr. Galvin said in an interview. “We want to get the message across that if Wall Street wants to get confidence back, they can’t disadvantage Main Street.”

The consent order did not name the Morgan Stanley banker, referring to him as a “senior investment banker.” But information in the regulator’s order indicated that it was Michael Grimes, one of the nation’s most influential technology bankers.

“Morgan Stanley is committed to robust compliance with both the letter and the spirit of all applicable regulations and laws,” a Morgan Stanley spokeswoman, Mary Claire Delaney, said. Morgan Stanley, in settling the case, neither admitted nor denied guilt.

Mr. Grimes, through Ms. Delaney, declined to comment. Although the banker was referred to in the order, Mr. Grimes has not been personally accused of any wrongdoing.

The fine is a small dent in the firm’s overall profit from the Facebook public offering. Morgan Stanley received approximately $68 million in underwriting fees for the IPO, according to data provider Thomson Reuters.

Still, the costs associated with the botched I.P.O. are rising. In addition to Mr. Galvin’s fine, the firm agreed to compensate some customers who overpaid when they bought Facebook shares because of a technical glitch at the Nasdaq.

The Facebook public offering was one of the most highly anticipated debuts of the last decade. In the run-up to the offering, investor interest was robust, prompting the company to increase the size of the offering and raise the share price to $38.

But the I.P.O. quickly turned into a debacle. The first day of trading was plagued with problems. The shares quickly fell below their offering price. The stock closed on Monday at $26.75.

Noah Berger for The New York TimesA Massachusetts regulator alleged that Michael Grimes, a banker at Morgan Stanley, coached Facebook on how to share information with analysts.

Since the offering, Mr. Galvin and other regulators have opened wide-ranging investigations into Facebook and the banks that handled its debut. The continuing inquiries by the Securities and Exchange Commission and the Financial Industry Regulatory Authority are examining how the banks disseminated nonpublic information to big investors — and whether it conflicted with Facebook’s public disclosures.

Regulators are also looking into Nasdaq, the exchange where Facebook trades. They are questioning whether the exchange failed to properly test its trading systems, which faltered during the stock offering.

The Massachusetts regulator is focused on Morgan Stanley’s communications with analysts.

Shortly before the Facebook offering, analysts at several banks lowered their growth estimates for the social network. The move came after Facebook issued an amended prospectus, detailing a potential slowdown in revenue.

A Facebook executive, whose name was not given in the order but who was referred to as the treasurer, also reached out to analysts. Mr. Galvin’s order asserted that the executive, in private conversations with analysts, had provided additional information on the revenue. The order indicated that Mr. Grimes was personally involved in the decision to file the new prospectus and to have Facebook communicate with analysts.

“Morgan Stanley’s senior investment banker did everything but make the phone calls himself,” the Massachusetts regulator said in a statement, referring to Mr. Grimes. “He not only rehearsed with Facebook’s treasurer who placed the calls to the research analysts, but he also drafted the majority of the script Facebook’s treasurer utilized.”

Just 12 minutes after filing the amended prospectus with regulators on May 9, the Facebook treasurer phoned Wall Street research analysts from her hotel, according to the order. She had a 15-minute conversation with Morgan Stanley analysts, and then spoke with JPMorgan Chase and other banks.

The calls provided the analysts with additional information that did not appear in the amended prospectus, the order said. The conversations, for example, included “quantitative information regarding Facebook’s” second-quarter 2012 projections.

This behavior, Mr. Galvin said, crossed the line, violating the regulatory settlement on stock research that Morgan Stanley and other companies signed in 2003. The agreement limits the communication between bankers and research analysts and bans companies from influencing stock reports to try to bolster banking operations.

The Morgan Stanley case falls into a curious gray area.

Bankers spend months preparing companies to go public, a role that includes providing guidance on research analysts. In this instance, Mr. Grimes did not personally place the calls, which would have been a clear violation of securities laws.

In his testimony before the Massachusetts regulator’s staff, Mr. Grimes indicated that the bank had pushed for Facebook to file publicly an amended prospectus to avoid “the appearance” that the company was sharing information with a select group of clients rather than broadly with investors. Mr. Grimes, the order noted, consulted with Morgan Stanley and Facebook lawyers. Ultimately, Facebook’s chief financial officer, David A. Ebersman, e-mailed the company’s board to say that the new filing would “help us to continue to deliver accurate” information without “someone claiming we are providing any selective disclosure.”

Mr. Grimes, in testimony with the regulator, further defended his role. While the Facebook treasurer was making the calls, he noted that “I was far down the hall so I wouldn’t hear anything.”

Even so, Mr. Grimes, according to the consent order, e-mailed Mr. Ebersman to say that the Facebook treasurer “was a champ in the hotel tonight,” after the treasurer wrapped up the calls.

Europe Fines Electronics Makers $1.92 Billion

Senior managers at some of the world’s largest electronics companies often used those meetings, mostly in Asia, to fix the price of picture and display tubes for televisions and computer screens, the top European antitrust regulator said Wednesday.

Joaquín Almunia, the E.U. competition commissioner, said he would levy fines totaling almost €1.5 billion, or $1.96 billion, on seven companies involved in the two cartels, which operated for a decade until 2006. Combined, the fines amount to the largest single penalty for price fixing ever imposed by the commission.

The action follows a spate of similar cases in the glass and display sectors, where bulky cathode ray tubes have been supplanted by technologies like liquid crystal display and plasma that allow manufacturers to build far more compact monitors and screens.

Mr. Almunia imposed the strongest penalties on Philips Electronics of the Netherlands and LG Electronics of South Korea.

Mr. Almunia said at a news conference that the cartel activity began in the late 1990s, when the market was still strong for cathode ray tubes, and lasted until 2006 even as that market declined, allowing the conspirators to continue generating strong returns for a technology that was rapidly becoming outmoded.

“The companies were trying to manage through collusion the decline in the market for these kinds of tubes,” Mr. Almunia said. “The undue profits that the companies derived from the collusion may even have artificially slowed down the transition to the more modern products like LCD and plasma displays.”

Excerpts of minutes from meetings held by the cartel members obtained during the investigation showed the efforts they made to fix the market for the older technologies, according to commission officials.

“Producers need to avoid price competition through controlling their production capacity (of flat types in particular),” one excerpt read. Another noted that “mutual cooperation is required to deal with an expected economic downturn” in the second half of 2002.

One of the “greens meetings” took place at the Palm Garden Golf Club and was followed by a “Top Management” meeting in the Terengganu room of a Marriott Hotel, according to a person with knowledge of the investigation who asked not to be named because of the legal sensitivity of the case.

The person gave no further details about the location or the meeting. But those details suggested that the conspirators played and ate during the day at a luxury golfing resort near the Malaysian capital Kuala Lumpur that is equipped with a driving range, infinity-edge swimming pool and tennis courts.

In addition to the “greens meetings,” there were “glass meetings” for lower-level managers, the name probably related to the glass structure of the cathode ray tubes, officials said. They were held in Asia and in European cities including Glasgow, Paris, Rome, Amsterdam and Budapest, commission officials said.

The cartels “feature all the worst kinds of anti-competitive behavior that are strictly forbidden to companies doing business in Europe,” Mr. Almunia said. There had been “serious harm” to producers in Europe and to consumers, he said, since the cathode ray tubes had accounted for up to 70 percent of the price of screens.

The commission’s antitrust division can fine offenders up to 10 percent of their annual worldwide sales, and the fine on Wednesday exceeded the previous record of almost €1.4 billion, which was imposed in 2008, for a car-glass cartel.

But unlike regulators in the United States, the commission has no criminal enforcement powers and cannot prosecute or seek to jail participants for anti-competitive offenses. Many lawyers say that remains a shortcoming of the European system.

Bits Blog: F.T.C. Fines Google $22.5 Million for Safari Privacy Violations

Boris Roessler/European Pressphoto Agency

SAN FRANCISCO — The Federal Trade Commission fined Google $22.5 million on Thursday to settle charges that it had bypassed privacy settings in Apple’s Safari browser to be able to track users of the browser and show them advertisements, and violated an earlier privacy settlement with the agency.

The fine is the largest civil penalty ever levied by the commission, which has been cracking down on tech companies for privacy violations and is also investigating Google for antitrust violations.

“The social contract has to be that if you’re going to hold on to people’s most private data, you have to do a better job of honoring your privacy commitments,” said David C. Vladeck, the director of the commission’s Bureau of Consumer Protection, in a call with reporters. “And if there’s a message the commission is trying to send today, it’s that.”

The commission said Google had broken the terms of a 2011 settlement over privacy missteps related to the Buzz, a social networking tool now defunct. In the settlement Thursday, Google did not admit to violating the law.

A commissioner, J. Thomas Rosch, filed a dissenting statement because he said the commission should not have accepted Google’s denial of liability, which he called “inexplicable.”

Google has said its actions had been unintentional and had resulted from a change in Safari of which Google was unaware. When the issue was brought to the company’s attention, it said, it stopped tracking Safari users and showing them personalized ads.

On the call with reporters, Mr. Vladeck said he had little patience with Google’s explanation, and referred to other privacy violations about which Google has also said it was unaware, like collecting personal data with its Street View cars.

“As a regulator, it is hard to know which answer is worse — I didn’t know or I did it deliberately,” Mr. Vladeck said. “We hope that the civil penalty we’re imposing here today and continued monitoring of Google’s performance by the commission and by others frankly will force Google to have a better sense of what’s going on.”

Some analysts have questioned the commission’s power to effectively police tech companies, which have repeatedly settled privacy violations with the commission. The fine, though large by commission standards, is small for Google. An investigation by ProPublica, published in Wired magazine in June, said federal regulators did not have enough financing or the legal authority to sufficiently monitor and punish tech companies for privacy violations.

Google and other advertising companies use cookies, which are small files that contain information about Web users, to show personalized ads as Internet users travel around the Web. If an Internet user visits fashion Web sites, for instance, Google might show the person ads for clothing companies on other Web sites that person visits.

Safari, unlike other browsers, blocks cookies from ad networks like Google’s. But Google had been exploiting a loophole to avoid the block, install cookies and track Safari users to show them personalized ads.

In a statement, Google said, “We set the highest standards of privacy and security for our users.” The company added that it had “taken steps to remove the ad cookies, which collected no personal information, from Apple’s browsers.”