SAP SE: Legal Briefing for Counsel (as of December 2, 2025)
Markets are steady, the docket is not. SAP's German shares trade near €209 on Xetra (up ~0.2%). The NYSE ADR closed at $242.08 with a mid-30s trailing P/E, a ~$275-300B market cap, and a dividend yield just over 1%. The stock sits ~25-26% below its February 2025 high, leaving valuation sensitivity to legal headlines and guidance shifts.
Why this matters to legal teams
SAP is pruning a legacy product, pushing a sovereign AI cloud stack into regulated sectors, and facing multiple antitrust and trade-secret fights. Each thread touches contracts, compliance, procurement rules, and risk disclosures. Below is the practical lens for in-house and outside counsel.
Product Change: Business ByDesign End-of-Sale
SAP will remove Business ByDesign from its price list on April 20, 2026. No new customers after that date. Existing customers keep contracts, security updates, and legal/regulatory changes. The installed base was ~2,700 companies in 2022.
Action for counsel:
- Review renewal and support clauses for ByDesign. Confirm security and statutory update commitments, and any de-support triggers.
- Check change-of-product or migration provisions. Negotiate credits, data portability, and termination assistance if transitioning to S/4HANA Cloud or RISE with SAP.
- If you resell or implement, align your downstream obligations with SAP's support horizon to avoid gaps.
EU AI Cloud and Sovereign Hosting: Compliance First
SAP announced EU AI Cloud, a full-stack sovereign platform delivered on SAP Sovereign Cloud with options for SAP-operated EU data centers, trusted European infrastructure, or fully managed on-premises deployments. The pitch centers on GDPR and future EU AI Act compliance, with governed access-via one API-to models from SAP and partners like Cohere and Mistral, embedded into SAP BTP.
Legal checkpoints:
- Data residency and localization: define in contract. Map subprocessors and cross-border flows. Lock the geographic scope.
- EU AI Act readiness: risk classification, transparency, and human oversight obligations. Push for audit rights and model/feature change notifications.
- Third-party AI providers: allocate IP, training data usage, and output liability. Clarify indemnities when models come from partners.
- Exit and portability: guarantee exportable formats for data, logs, and model-specific artifacts. Include termination assistance SLAs.
Useful context: SAP's announcement is in its newsroom. See SAP News.
Litigation and Investigations: What's on the Docket
o9 Solutions trade-secret suit (Texas federal court)
Filed November 25, 2025. Allegations: three Netherlands-based o9 execs took ~22,000 confidential files and SAP used them to make its supply-chain products "closely mimic" o9's platform. o9 seeks injunctive relief and damages. SAP denies wrongdoing and points to its ethics/IP policies.
- Risk: preliminary injunction could restrict product features or hiring practices in the short term.
- Counsel focus: litigation hold, clean-room protocols, and evidence of independent development. For customers, consider step-in and continuity rights if functionality is enjoined.
Reporting: Reuters.
Celonis antitrust dispute (U.S. and Germany)
U.S. case: a federal judge largely denied SAP's motion to dismiss in October 2025, moving core antitrust claims into discovery. Allegation: SAP leverages ERP dominance to restrict third-party access to customer data and raise costs for rivals like Celonis. Germany's Federal Cartel Office is also assessing a complaint.
- Potential remedies: behavioral commitments around data access, interoperability, and pricing; monitoring provisions.
- Contract angle for customers: secure explicit third-party tooling rights, API/service-level commitments, and non-discrimination language on data access and fees.
Teradata antitrust and trade-secret case (9th Cir.; trial set for April 2026)
The Ninth Circuit revived Teradata's claims in December 2024; SCOTUS denied SAP's appeal on October 6, 2025. Tying (S/4HANA to HANA) and trade-secret issues proceed toward trial.
- Risk: injunctive relief or damages; constraints on bundling and product packaging.
- Practical step: insert anti-tying and re-platform assistance clauses into new S/4HANA deals.
EU antitrust probe into maintenance/support
The European Commission is investigating whether SAP restricts third-party maintenance, locks customers into long initial terms, or uses reinstatement fees that deter switching. SAP says it complies and is cooperating.
- Possible outcome: commitments enabling third-party support at fair terms; fee and term transparency.
- Near-term advice: add MFN-style protections on maintenance pricing, define reinstatement fee caps, and secure audit/compliance carve-outs for independent support.
Authority overview: European Commission - Competition.
Financial Context: Why Legal Outcomes Matter to Valuation
Q3 2025 revenue was €9.08B (+7% YoY), with cloud at €5.29B (+22%) and current cloud backlog at €18.8B (+23%). Cloud growth slowed versus recent quarters, and guidance now points cloud to the lower end of €21.6-€21.9B for 2025. Profit and free cash flow guidance moved higher on mix and margin.
Translation for counsel: injunctions or conduct remedies that touch data access, bundling, or third-party maintenance can move valuation multiples. Expect counterparties to push harder on interoperability, portability, and anti-lock-in terms while these matters unfold.
Contract Playbook: Clauses to Tighten Now
- Data access and interoperability: guaranteed API access, rate limits, pricing, and uptime. Explicit rights for process-mining and observability tools.
- Anti-tying/packaging: freedom to select databases, hyperscalers, and third-party components without punitive pricing.
- Sovereign hosting: specify residency, isolation, and on-prem options; define regulator audit rights and incident reporting timelines.
- AI terms: training data restrictions, model change notices, eval/validation obligations, and clear allocation of AI-generated output risks.
- IP and trade secrets: strong IP indemnity, no reverse engineering, and clean-room requirements for joint work. For hires from competitors, codify no-use/no-bring protocols.
- Support and maintenance: step-up caps, reinstatement fee limits, carve-outs for third-party maintenance, and portability during disputes.
- Exit: structured termination assistance, data export formats, testable escrow, and transition SLAs.
- Governance: notification duties for investigations that could impair services, plus change-in-law adjustment mechanisms.
Short-Term Market and Sentiment
Technical services have turned cautious after a strong early-2025 rally. German outlets frame the 25.8% pullback as normalization. Street research stays constructive, but legal headlines and any further cloud deceleration can pressure the multiple.
Key Dates and Triggers to Watch
- o9 Solutions v. SAP: early rulings on discovery scope or preliminary injunction.
- Celonis matters: U.S. discovery milestones; potential German cartel office action.
- Teradata: pre-trial orders ahead of April 2026; settlement signals.
- EU maintenance probe: statement of objections or commitments process.
- EU AI Cloud: named customer wins, public-sector certifications, ARR disclosures.
- Q4 2025 earnings (expected late January 2026): 2026 guidance on cloud growth, margins, and cash flow.
For legal ops and compliance teams building AI literacy
If you're formalizing AI policies and vendor evaluations, a curated path by job role can speed up enablement: AI courses by job.
Bottom line
SAP is consolidating its portfolio, leaning hard into sovereign AI cloud, and fighting on multiple legal fronts. For counsel, this is the moment to tighten data access, anti-tying, sovereign hosting, AI risk, and exit terms. Track the docket closely-remedies on interoperability or maintenance could materially shift leverage in your next renewal.
This article is for informational purposes only and is not legal or investment advice.
Your membership also unlocks:
