Microsoft has until Oct. 31, 2026, to explain why a June 2013 internal presentation called "Second-Hand Software" was not identified and disclosed earlier in its long-running antitrust dispute with ValueLicensing.
The presentation was eventually produced on Dec. 22, 2025, more than four years after ValueLicensing first sued Microsoft. Its contents have not been made public, and the new disclosure order does not decide whether Microsoft violated competition law.
A Sept. 14 consent order from the UK Competition Appeal Tribunal refers to the presentation as a "Known Adverse Document" and requires Microsoft to explain when and where it was found, who knew about it, when Microsoft's in-house legal team became aware of it, and why earlier disclosure searches did not identify it.
ValueLicensing, formally JJH Enterprises Limited trading as ValueLicensing, is seeking £270 million in damages. It alleges Microsoft restricted the supply of second-hand Windows and Office licenses by offering subscription discounts under arrangements that prevented or discouraged customers from reselling surplus perpetual licenses.
Microsoft disputes the underlying competition claim.
What the tribunal's disclosure order requires
The order sets two major deadlines.
By 4 p.m. Oct. 31, Microsoft must file a witness statement from Kenny Henderson addressing the history of the Second-Hand Software presentation and Microsoft's disclosure process.
The statement must cover:
When and where the presentation was first located for the litigation
The specific repository or data source where it was found
Why previous searches did not identify it earlier
What steps were taken to look for documents concerning second-hand software, UsedSoft, copyright exhaustion, and the alleged campaign
Who within Microsoft knew about the presentation and when
When Microsoft's in-house legal function first became aware of it
What checks were made with former executives Jean-Philippe Courtois, Kevin Turner, and Joe Matz
What happened inside Microsoft after the presentation was located
The second major deadline is 4 p.m. Nov. 30.
By then, Microsoft must disclose further documents found through the additional searches and inquiries required by the order.
Microsoft also has to keep ValueLicensing informed about the progress of its investigation at intervals of no more than 21 days.
Microsoft must search executive mailboxes and document repositories
The consent order requires searches of the mailboxes and SharePoint or equivalent document repositories belonging to eight named current or former Microsoft personnel:
Randy Levitt
Carlos Cruz
Richard Chin
Ryan Baker
Jean-Philippe Courtois
Kevin Turner
Joe Matz
Jane Gilson
The search period runs from July 3, 2012, through June 1, 2020.
The specified search strings cover terms including second-hand software, used licenses, UsedSoft, ValueLicensing, competition, antitrust, subscription, incentives, exhaustion, resellers, and discount licensing.
Microsoft must also make reasonable efforts to contact Courtois, Turner, and Matz, who have left the company, and make inquiries of additional people identified through the disclosure process.
Any responsive documents identified through those searches must be disclosed by Nov. 30.
Eleven confidentiality designations have been removed
The order also removes Microsoft's confidentiality designations from 11 documents already disclosed in the proceedings.
For new material produced under this order, Microsoft cannot apply a blanket "Restricted" or "Confidential" designation.
Any confidentiality request has to be made document by document, identify the specific words, figures, or passages said to be sensitive, and give specific reasons for protecting them.
The tribunal has not ordered every newly disclosed document to become public. The restriction is on blanket confidentiality designations, not on supported confidentiality claims for particular material.
A separate request for a witness statement from Microsoft Deputy General Counsel Cynthia Randall has been adjourned, with ValueLicensing allowed to revive that application later.
What "Known Adverse Document" actually means
The phrase sounds more conclusive than it is.
Under Practice Direction 57AD, a document is "adverse" for disclosure purposes if it contradicts or materially damages the disclosing party's position on a disputed issue, or supports the opposing party's position.
A "Known Adverse Document" is an adverse document that the party is actually aware of and that is or was within its control.
Parties have a continuing duty to disclose known adverse documents unless they are privileged.
That procedural classification explains why the tribunal is asking Microsoft to account for when the Second-Hand Software presentation was discovered and why it was not identified sooner.
It does not mean the tribunal has found that the presentation proves Microsoft's alleged antitrust conduct.
Its actual contents have not been publicly disclosed.
The ValueLicensing case remains stayed on the main liability issues
The broader litigation is not currently moving toward an immediate liability trial.
After Microsoft lost two appeals at the Court of Appeal on July 7, the Competition Appeal Tribunal issued an extended stay on July 21.
The stay remains in place pending the final determination of Microsoft's application for permission to appeal to the UK Supreme Court and, if permission is granted, the resulting appeal.
The tribunal carved out ValueLicensing's disclosure and confidentiality applications, allowing those parts of the case to continue.
The Sept. 14 order expressly says that stay remains in force except for the disclosure and related steps authorized by the order.
That distinction matters. Microsoft is being required to produce and explain evidence while the main competition-law proceedings remain paused.
How the case reached this point
ValueLicensing filed its claim in April 2021.
It alleges Microsoft restricted the supply of second-hand perpetual software licenses while moving enterprise customers toward subscription products.
The claim covers alleged conduct from Jan. 1, 2014, through Dec. 31, 2022 across the UK and European Economic Area.
Copyright became a major preliminary issue because Microsoft argued that ValueLicensing's resale activities infringed rights in Windows and Office.
In November 2025, the Competition Appeal Tribunal ruled against Microsoft on two preliminary copyright questions.
The tribunal found, for the sample transactions before it, that Microsoft's copyright did not prevent the subdivision and resale of licenses originally acquired under Enterprise Agreements. It also held that the first online sale of Windows and Office exhausted the relevant rights in non-program elements supplied and necessarily downloaded with those products.
Microsoft appealed.
On July 7, the Court of Appeal dismissed both appeals, upholding the tribunal's jurisdiction to decide the copyright questions arising inside the competition case and its conclusions on the disputed exhaustion issues.
Microsoft has since sought to take those questions to the Supreme Court.
What the copyright rulings established, and what they did not
The copyright decisions draw heavily on the Court of Justice of the European Union's 2012 UsedSoft v. Oracle ruling.
In broad terms, UsedSoft established that copyright exhaustion can apply to software supplied by download when the transaction amounts to a sale granting a perpetual right of use.
The ValueLicensing rulings applied that principle to the Microsoft licenses and sample transactions before the tribunal.
The tribunal concluded that exhaustion operated by law and was not defeated by the relevant contractual terms in Microsoft's Enterprise Agreements. It also allowed subdivision and resale in the circumstances examined.
That does not establish that every perpetual Microsoft license can automatically be resold.
The precise license, original transaction, transfer history, contractual arrangement, and facts still matter.
Most importantly, those copyright rulings did not decide whether Microsoft abused a dominant position or entered into anticompetitive agreements.
That remains the core competition question in ValueLicensing's damages claim.
Microsoft's competition defenses remain unresolved
Microsoft has argued that the contractual arrangements challenged by ValueLicensing were objectively justified, necessary, and reasonable.
It has also argued that any restrictive effects were outweighed by benefits and efficiencies.
The tribunal previously declined to dispose of those defenses at the summary-judgment stage, allowing them to proceed toward trial.
The Sept. 14 disclosure order does not decide any of those arguments.
Instead, it could add evidence relevant to the eventual liability proceedings if the case moves forward after Microsoft's Supreme Court attempt.
What IT and procurement teams should check
The current order does not change the terms of any organization's Microsoft licenses overnight.
For IT asset managers and procurement teams, the immediate value is in identifying what licenses the organization actually holds and preserving the paperwork around them.
Check:
Whether licenses are perpetual or subscription-based
Which Microsoft licensing agreement originally governed them
Whether unused perpetual licenses were surrendered, retained, or restricted during later contract negotiations
Whether subscription discounts were tied to conditions affecting those licenses
Whether transfer documents and proof of original acquisition still exist
Whether any proposed resale complies with the legal and licensing requirements applicable to that specific transaction
Organizations should not assume the Court of Appeal judgment gives them an automatic right to resell every unused Microsoft license.
Likewise, the new disclosure order does not create a compensation right for customers that previously surrendered licenses.
Computerworld quoted Forrester senior analyst Dario Maisto advising CIOs and procurement teams to consider the value of perpetual licenses during Microsoft contract negotiations and to scrutinize licensing costs across Azure and competing cloud platforms.
That's analyst guidance, not part of the tribunal's ruling.
A separate Microsoft licensing case is also underway
ValueLicensing is not the only claimant challenging Microsoft's handling of the pre-owned software market.
Alexander Wolfson filed a separate opt-out collective claim in May 2025 on behalf of proposed UK class members who bought certain Microsoft licenses between Oct. 1, 2015, and May 12, 2025.
The Competition Appeal Tribunal describes that case as alleging Microsoft limited the number of pre-owned perpetual licenses available for sale, which allegedly raised prices for both new and pre-owned licenses.
That claim is separate from ValueLicensing's £270 million damages case.
Its first case management conference took place on Sept. 15, 2026.
What happens next
The next firm ValueLicensing deadline is Oct. 31.
By then, Microsoft's witness statement must explain how the Second-Hand Software presentation was located, why it was not identified earlier, who knew about it, and how Microsoft's disclosure process handled it.
Nov. 30 is the deadline for Microsoft to provide the further documents and search results required by the consent order.
Those disclosures could reveal more about Microsoft's internal approach to the second-hand software market between 2012 and 2020.
They could also produce very little that changes the competition case.
Until the documents are produced and the litigation progresses beyond the current stay, the important distinction remains intact: the tribunal has ordered deeper disclosure and Microsoft has already lost important copyright arguments, but the underlying allegation that Microsoft violated competition law has not been decided.
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