Italy Probes Microsoft 365 Auto-Upgrade: $20B EU Fine Looms

For legal and compliance professionals, this probe represents a high-stakes test of the EU's Unfair Commercial Practices Directive in the context of AI-driven product changes. The AGCM's classification of Microsoft's opt-out upgrade as 'aggressive' challenges long-held assumptions about SaaS subscription models and the sufficiency of passive consent. The outcome could establish new precedents for how digital service providers must communicate material changes and price increases.

On June 26, 2026, Italy's antitrust authority (Autorità Garante della Concorrenza e del Mercato, or AGCM) opened a formal investigation into Microsoft over alleged unfair commercial practices tied to the integration of artificial intelligence tools into its Microsoft 365 subscription service. The probe centers on the automatic migration of existing subscribers to a more expensive plan that bundles AI features—notably Copilot and Designer—without clear prior consent or sufficient disclosure. According to the regulator, Microsoft failed to adequately inform consumers that their subscriptions had been upgraded to include these AI capabilities, and the price increase was applied unless the user actively opted out. The AGCM views this as potentially aggressive conduct that unduly restricts consumer choice, a breach of EU consumer protection law.

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The AGCM could force Microsoft to offer refunds, redesign its upgrade process, and impose fines up to 10% of global annual turnover—potentially exceeding $20 billion based on Microsoft's FY2025 revenue run rate.

This action is the latest in a series of European regulatory challenges targeting Big Tech's bundling practices, following precedents set by Google's Android and shopping cases, and recent oversight of Apple's App Store. The integration of AI into productivity suites is commercially logical but raises novel questions about transparency. Microsoft 365, with over 300 million commercial paid seats as of early 2026, generates a substantial portion of Microsoft's cloud and software revenue (the Productivity and Business Processes segment reported $69.3 billion in FY2023). The automatic upgrade to AI-enhanced tiers not only increases average revenue per user but also entrenches Microsoft's AI ecosystem by default, making it harder for competitors like Google Workspace or standalone AI assistants to gain traction.

From a regulatory perspective, the case hinges on two key concepts from the EU's Unfair Commercial Practices Directive (UCPD): misleading omissions and aggressive practices. By not clearly informing consumers of the price hike and the nature of the AI integration, and by forcing an opt-out rather than an opt-in, Microsoft may have violated the requirement for average consumers to make informed transactional decisions. The AGCM could force Microsoft to offer refunds, redesign its upgrade process, and impose fines up to 10% of global annual turnover—potentially exceeding $20 billion based on Microsoft's FY2025 revenue run rate. Beyond Italy, the probe could inspire other EU national authorities to launch similar investigations, creating a patchwork of enforcement actions that would complicate Microsoft's go-to-market strategy for AI-enhanced services.