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1 Legal Status of Facebook Inc Investment in Reliance LEGAL STATUS OF FACEBOOK INC INVESTMENT IN RELIANCE INDUSTRIES LIMITED/JIO PLATFORMS LIMITED QUA THE COMPETITION ACT, 2002. INTRODUCTION The largest investment for a minority stake of 9.99 % was recently made by Facebook Inc. in Jio Platforms Limited. The largest FDI in the technology sector in India is talk of business community world over as it is perceived to be not only dominant in nature but is likely to be anti-competitive. This investment has varied impacts and facets can be understood from a table showing the overlapping platforms of FACEBOOK INC., RIL AND JIO annexed hereto as Annexure I. Interestingly its impact on various existing business in retail FMCG, e - commerce and digital payments too needs to be studied comprehensively to understand the decision of investment and its intrinsic impact. It thus becomes necessary to discuss the said investment decision of Facebook, RIL and Jio. To discuss the said investment/combination we shall rely on the available data in public domain from the perspective of the Competition Act, 2002, as amended (the Act) and Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011, as amended (the Combination Regulations 2011). 1. FACTS OF THE DEAL On 22.04.2020, amid the outbreak of lockdown in India due to Coronavirus, Reliance Industries Limited - Jio Platforms Limited (comprising of Reliance Jio, My Jio, Jio Cinema, Jio News, Jio Saavn, Jio Mart etc.) and Facebook, announced signing of binding agreements for an investment of ₹ 43, 574 crore by Facebook into Jio Platforms making this deal as the largest investment for a minority stake by a technology company anywhere in the world and the largest FDI in the technology sector in India, as aforesaid. This investment by Facebook values Jio Platforms at ₹ 4.62 lakh crore pre-money enterprise value ($65.95 billion, assuming a conversion rate of ₹ 70 to a US Dollar). Further, Facebook’s investment will translate into a 9.99% equity stake in Jio Platforms on a fully diluted basis. In addition to 9.99% shares, Facebook would also get a board seat and an “observer seat” on Jio Platforms. It is of considerable importance to know that along with the said investment, Jio Platforms, Reliance Retail Limited (“Reliance Retail”) and WhatsApp (“a Facebook associated company”) have also entered into a commercial partnership agreement to further accelerate Reliance Retail’s New Commerce business on the Jio platform using WhatsApp and to support small businesses on WhatsApp. 2. WHETHER THE ABOVE DEAL ATTRACTS THE PROVISIONS OF THE ACT AND COMBINATION REGULATIONS, 2011? 2.1 The above investment crosses the threshold provided under section 5 (a) of the Act and therefore in terms of Regulation 9 (1) of Combination Regulations 2011, Facebook is required to give mandatory notice to CCI within 30 days from the date of binding agreement. However, the Ministry of Corporate Affairs vide Notification S.O. 2039 (e) dated 29th June 2017 has granted the parties to the combination under the Competition Act liberty to file the combination notice in terms of Section 6 (2) of the Act at their will with a rider that such combination cannot be consummated till such time. In view of the above, Facebook Inc. may have filed mandatory notice under the Act, 2002 i.e. within 30 days of binding agreement with Reliance Industries etc. or take advantage of the Notification dated 29.06.2017. 2.2 Further, it also needs to be determined as to whether this Investment comes under Regulation 4 of the Combination Regulations, 2011 which categorizes certain transactions not likely to have appreciable adverse effect on competition (“AAEC”) in India. Though, the acquisition of shares in the present deal is less than 10%, it could be treated solely as an investment, however, as already stated that Facebook has a 1 board seat and an “observer seat” on Jio Platform, the above deal crosses the threshold provided under the Act, 2002 and therefore the mandatory notice has to be given by the parties to the combination to the CCI under the provisions of the Act, 2002 and regulations framed thereunder. 3. ORDERS BY THE CCI ON THE NOTICE OF COMBINATIONS After examination of the notice from a party to such an investment decision, if the CCI is of the view that such combinations does not or is not likely to cause AAEC (Appreciable Adverse Effect on Competition), it shall, by order, approve that combination and pass an order under section 31(1) of the Act, 2002. 3.2 Orders by the CCI where combination notice has AAEC. After examining the notice from any party to an investment if CCI finds there is a prima facie case of AAEC in relevant market then the CCI may follow the procedure of investigation in terms of section 29 of the Act, 2002 and Regulations 19 to 27 of the Combination Regulations, 2011 (keeping in view the scope of the article these provisions are not discussed and readers are advised to go through the same if required). Thereafter, the CCI may pass final orders in terms of section 31(2) of the Act, 2002. 4. ANALYSIS OF THE DEAL The analysis of the above deal has been dealt as under: Horizontal and Vertical Agreements between the parties to the combination. Determination of Relevant Market vis-à-vis the deal in question. Whether there is AAEC in the relevant market due to this deal? 4.1 Horizontal and Vertical Agreements between the parties to the combination vis-à-vis the deal: Horizontally, prima facie there seems to be no overlap as the market of both the players are different, presently Reliance-Jio is neither providing any Social media platform and nor Facebook is providing any platform like Jio Platforms more particularly JioMart. However, one cannot forget that, there are various platforms where Facebook and Jio both overlap with each other as enumerated herein in tabulated form for the better understanding of the deal. But the extent and effect of the overlap can be assessed only by going into the intricacies of the agreement entered by the parties. The deal has some vertical overlap as Jio provides internet to smartphones, smartphones use internet to operate WhatsApp and now WhatsApp might integrate JioMart into it. The concerns of net neutrality in future might arise where Jio may offer preferential access to WhatsApp-JioMart or Facebook or Instagram on its network. It is not only vertical integration but use of dominant position in one market to enter a new market, and thus would be likely to affect adversely the competition. Interestingly, JioMart has already gone live on WhatsApp in areas of Mumbai, Navi Mumbai, Thane and Kalyan. The penetrating effect of this deal will also have a bearing on every Indian household using DTH (Tata Sky, DishTV, Fusionnet, etc.) and OTT (Netflix, Hotstar, Amazon Prime, Voot, Youtube, etc.) The deal is also likely to cause disruption in digital payment market and the existing players like PayTM, PhonePay, PayPal, etc. might face fund crunch. 4.2 Determination of Relevant Market vis-à-vis the deal in question- Keeping in view the above provisions regarding determination of relevant market {Section 2(r) read with Section 19 (5) of the Act, 2002, Section 2(t) read with Section 19(7) of the Act, 2002 and Section 2(s) read with section 19(6) of the Act, 2002}. and the agreement between the parties, the relevant market can be determined as “ecommerce and online payment in India” in the present deal. 2 4.3 Whether there is an AAEC caused in the relevant market due to this deal? Firstly, in a situation where WhatsApp allows Jio/JioMart to be pre-embedded/integrated in its app/platform, this might lead to cause disruption in the relevant market i.e. AAEC. As, when a user downloads WhatsApp, WhatsApp being a primary agreement between the user and the platform, Jio would be the supplementary agreement and the user/consumer would not be allowed to use any other e-commerce platform (Grofers, Big Basket, Amazon, etc.) via WhatsApp consequently also causing disruption in the market and posing barrier to new entrants in the market. On the other hand, if Facebook and Instagram prioritize advertisements of the products on JioMart, that might also result into AAEC in the relevant market. Secondly, both the players being dominant in their respective markets have control over a gargantuan amount of consumer data. Though a positive statement has come from RIL on non-sharing of data between the parties still the possibility of control and transfer of consumer data in near future, leading to digital colonization, cannot be ruled out. It is not unknown that in the digital era, big data helps enterprises in improving the services rendered by them and providing more customized options based on the individual preferences. This may give an undue advantage to both these data giants over Google, Amazon, etc. The CCI in the case of Matrimony.com Ltd vs. Google, Case Nos. 07 and 30 of 2012 has taken an effort to counter the aspect of Big Data by pointing as under: “84. Whenever any users places a search requisition for a particular keyword or phrase through a search engine, the search platform seeks certain information from such users such as IP address, device information, location, information regarding Operating System etc. apart from the information with respect to date and time of search and the keyword or phrase searched for. The huge volume of such information generated from each and every search conducted on such platforms constitutes what is known as ‘big data’ by aid of which search platforms are able to attract advertisers, target relevant ads and conduct their search business.
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