Publicis and LiveRamp; Analysis of Proposed Agreement Containing Consent Order To Aid Public Comment

Issuing agencies

Abstract

The consent agreement in this matter settles alleged violations of Federal law prohibiting unfair methods of competition. The attached Analysis of Proposed Agreement Containing Consent Order to Aid Public Comment describes both the allegations in the complaint and the terms of the consent order--embodied in the consent agreement--that would settle these allegations.

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<title>Federal Register, Volume 91 Issue 204 (Friday, October 23, 2026)</title>
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[Federal Register Volume 91, Number 204 (Friday, October 23, 2026)]
[Notices]
[Pages 66842-66844]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-21659]


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FEDERAL TRADE COMMISSION

[FTC Docket No. C-4841]


Publicis and LiveRamp; Analysis of Proposed Agreement Containing 
Consent Order To Aid Public Comment

AGENCY: Federal Trade Commission.

ACTION: Proposed consent agreement; request for comment.

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SUMMARY: The consent agreement in this matter settles alleged 
violations of Federal law prohibiting unfair methods of competition. 
The attached Analysis of Proposed Agreement Containing Consent Order to 
Aid Public Comment describes both the allegations in the complaint and 
the terms of the consent order--embodied in the consent agreement--that 
would settle these allegations.

DATES: Comments must be received on or before November 23, 2026.

ADDRESSES: Interested parties may file comments online or on paper by 
following the instructions in the Request for Comment part of the 
SUPPLEMENTARY INFORMATION section below. Please write ``Publicis and 
LiveRamp; File No. 261 0115'' on your comment and file your comment 
online at <a href="https://www.regulations.gov">https://www.regulations.gov</a> by following the instructions on 
the web-based form. If you prefer to file your comment on paper, please 
mail your comment to: Federal Trade Commission, Office of the 
Secretary, 600 Pennsylvania Ave. NW, Mail Stop H-144 (Annex M), 
Washington, DC 20580.

SUPPLEMENTARY INFORMATION: Pursuant to section 6(f) of the Federal 
Trade Commission Act, 15 U.S.C. 46(f), and FTC Rule 2.34, 16 CFR 2.34, 
notice is hereby given that the above-captioned consent agreement 
containing a consent order to cease and desist, having been filed with 
and accepted, subject to final approval, by the Commission, has been 
placed on the public record for a period of 30 days. The following 
Analysis to Aid Public Comment describes the terms of the consent 
agreement and the allegations in the complaint. An electronic copy of 
the full text of the consent agreement package can be obtained at 
<a href="https://www.ftc.gov/news-events/commission-actions">https://www.ftc.gov/news-events/commission-actions</a>.
    You can file a comment online or on paper. For the Commission to 
consider your comment, we must receive it on or before November 23, 
2026. Write ``Publicis and LiveRamp; File No. 261 0115'' on your 
comment. Your comment--including your name and your State--will be 
placed on the public record of this proceeding, including, to the 
extent practicable, on the <a href="https://www.regulations.gov">https://www.regulations.gov</a> website.
    We encourage you to submit comments through the <a href="https://www.regulations.gov">https://www.regulations.gov</a> website. Postal mail addressed to the Commission 
will be subject to delay because of heightened security screening. If 
you prefer to file your comment on paper, write ``Publicis and 
LiveRamp; File No. 261 0115'' on your comment and on the envelope, and 
send it via overnight service to: Federal Trade Commission, Office of 
the Secretary, 600 Pennsylvania Avenue NW, Mail Stop H-144 (Annex M), 
Washington, DC 20580.
    Because your comment will be placed on the publicly accessible 
website at <a href="https://www.regulations.gov">https://www.regulations.gov</a>, you are solely responsible for 
making sure your comment does not include any sensitive or confidential 
information. In particular, your comment should not include sensitive 
personal information, such as your or anyone else's Social Security 
number; date of birth; driver's license number or other State 
identification number, or foreign country equivalent; passport number; 
financial account number; or credit or debit card number. You are also 
solely responsible for making sure your comment does not include 
sensitive health information, such as medical records or other 
individually identifiable health information. In addition, your comment 
should not include any ``trade secret or any commercial or financial 
information which . . . is privileged or confidential''--as provided by 
section 6(f) of the FTC Act, 15 U.S.C. 46(f), and FTC Rule 4.10(a)(2), 
16 CFR 4.10(a)(2)--including competitively sensitive information such 
as costs, sales statistics, inventories, formulas, patterns, devices, 
manufacturing processes, or customer names.
    Comments containing material for which confidential treatment is 
requested must be filed in paper form, must be clearly labeled 
``Confidential,'' and must comply with FTC Rule 4.9(c). In particular, 
the written request for confidential treatment that accompanies the 
comment must include the factual and legal basis for the request and 
must identify the specific portions of the comment to be withheld from 
the public record. See FTC Rule 4.9(c). Your comment will be kept 
confidential only if the General Counsel grants your request in 
accordance with the law and the public interest. Once your comment has 
been posted on the <a href="https://www.regulations.gov">https://www.regulations.gov</a> website--as legally 
required by FTC Rule 4.9(b)--we cannot redact or remove your comment 
from that website, unless you submit a confidentiality request that 
meets the requirements for such treatment under FTC Rule 4.9(c), and 
the General Counsel grants that request.
    Visit <a href="https://www.ftc.gov">https://www.ftc.gov</a> to read this document and the news 
release describing the proposed settlement. The FTC Act and other laws 
the Commission administers permit the collection of public comments to 
consider and use in this proceeding, as appropriate. The Commission 
will consider all responsive public comments it receives on or before 
November 23, 2026. For information on the Commission's privacy policy, 
including routine uses permitted by the Privacy Act, see <a href="https://www.ftc.gov/site-information/privacy-policy">https://www.ftc.gov/site-information/privacy-policy</a>.

Analysis of Agreement Containing Consent Orders To Aid Public Comment

I. Introduction

    The Federal Trade Commission (``Commission'') has accepted, subject 
to final approval, an Agreement Containing Consent Orders (``Consent

[[Page 66843]]

Agreement'') designed to remedy the anticompetitive effects resulting 
from Publicis Groupe S.A.'s (``Publicis'') proposed acquisition of 
LiveRamp Holdings, Inc. (``LiveRamp''). Pursuant to an Agreement and 
Plan of Merger dated May 16, 2026, Publicis will acquire LiveRamp in an 
all-cash transaction for a total enterprise value of approximately $2.2 
billion (the ``Acquisition'').
    The Commission's Complaint alleges that the Acquisition, if 
consummated, would violate section 7 of the Clayton Act, as amended, 15 
U.S.C. 18, and section 5 of the FTC Act, as amended, 15 U.S.C. 45, by 
substantially lessening competition in: (1) the U.S. market for media 
agency services; and (2) the U.S. market for audience data services. In 
the relevant market for media agency services, the Acquisition would 
likely result in Publicis having the ability and incentive to pull 
customers away from competing media agency service providers by using 
or misusing competitively sensitive data for its clients' benefit. In 
the relevant market for audience data services, the Acquisition would 
likely also result in Publicis having the ability and incentive to use 
or misuse the competitively sensitive data of its competitors, thereby 
raising its rivals' costs or otherwise undermining their ability to 
compete.
    The proposed Decision and Order (``Order'') will remedy the 
Acquisition's likely anticompetitive effects in each relevant market by 
requiring, for a period of five years, Publicis and LiveRamp 
(collectively, the ``Respondents'') to (1) act as a non-discriminatory 
supplier of LiveRamp's data connectivity services to both current and 
future customers of LiveRamp and (2) protect competitors' competitively 
sensitive information from improper use or disclosure.
    The Consent Agreement has been placed on the public record for 30 
days for receipt of comments from interested persons. Comments received 
during this period will become part of the public record. After 30 
days, the Commission will again evaluate the Consent Agreement, along 
with the comments received, to make a final decision as to whether it 
should withdraw from the Consent Agreement, modify it, or make final 
the Order.

II. The Respondents

    Publicis is a French corporation with its principal place of 
business in Paris, France. Publicis is a leading global advertising 
agency that provides creative advertising (i.e., developing brand 
identities, messaging, visual designs, and advertisements themselves) 
and media agency services (i.e., planning, executing, and measuring 
digital advertisement campaigns) for its clients. Relevant here, 
Publicis provides media agency services for digital advertising across 
an array of business sectors in the United States. Publicis also 
provides audience data services, through its subsidiary Epsilon, which 
include providing advertisers with third-party data that may help in 
identifying an appropriate audience.
    LiveRamp is a Delaware corporation with its principal place of 
business in San Francisco, California. LiveRamp is a global data 
collaboration technology company that provides technological services 
that facilitate the planning, execution, and measurement of digital 
advertising campaigns. These services include providing technological 
infrastructure that allows for the movement of data between service 
providers in the advertisement technology workflow, for example between 
media agency service providers and websites when executing a campaign 
or between media agency service providers and audience data service 
providers.

III. The Products and Structure of the Markets

    Publicis is one of five major global advertising holding companies 
that provide media agency services, along with WPP, Omnicom, Dentsu, 
and Havas. Media agency services generally cover the following 
components of an advertising campaign: planning an ad campaign, which 
includes identifying an audience; executing an ad campaign, which 
includes placing ads on search engines, social media, digital video, 
and streaming services; and measuring an ad campaign to determine if 
the ads reached the intended audience. Several smaller advertising 
agencies exist and primarily compete for smaller customers or portions 
of larger advertisers' work but generally do not compete for the same 
types of business as the major agencies. In the United States, 
Publicis's share of the media agency services market has been growing, 
and it leads the five major advertising agencies in terms of media 
billings. On a worldwide basis, since 2020, Publicis's net new business 
has substantially exceeded the net new business of other major media 
agencies.
    Audience data services involve the provision of third-party 
audience data and related services to assist in identifying and/or 
constructing an appropriate audience for an advertising campaign. 
Marketers generally design ad campaigns to target potential customers 
based on relevant attributes. The audience construction process 
frequently begins with a marketer's own first-party data. In many 
cases, however, marketers will supplement their first-party data with 
third-party data to expand the reach of a campaign or refine audience 
attributes. For example, a sunscreen producer might want to target 
their advertisement to individuals who have recently rented hotel rooms 
in Florida beach destinations. The producer is unlikely to possess that 
information in its first-party data but could purchase that information 
from third-party sources. There are numerous providers of audience data 
services, including Publicis's Epsilon. These audience data service 
providers use data connectivity service providers to share data with 
marketers in a privacy-compliant manner.
    LiveRamp is the leading data connectivity provider in the U.S. 
media marketing ecosystem. It has the largest scale and is the only 
provider with a full spectrum of data connectivity services. Data 
connectivity services can include data onboarding, identity graphs, 
identity resolution, clean rooms, and an array of other services. Other 
competitors exist in the data connectivity space, but they may provide 
only some of the possible suite of data connectivity services, lack in 
scale compared to LiveRamp, or both. Of particular value in this market 
are the number of connections, also referred to as integrations, that a 
data connectivity provider has to facilitate the flow of data between 
partners in the advertising ecosystem. Currently, LiveRamp has more 
integrations than any other data connectivity service provider.

IV. Entry

    Entry into the relevant markets would not be timely, likely, or 
sufficient in magnitude, character, and scope to deter or counteract 
the likely anticompetitive effects of the Acquisition. There are 
significant barriers to entry into the development, sale, and provision 
of data connectivity services. It would be difficult, costly, and time 
consuming for a new entrant to establish the technological scale 
necessary to compete successfully in the market for data connectivity 
services.

V. Effects of the Acquisition

    The Acquisition would likely result in Publicis having the ability 
and incentive to misuse the competitively sensitive information, 
including pricing and other ad campaign data, that it would gain access 
to when audience data service providers use LiveRamp. Publicis could 
utilize such information to undermine

[[Page 66844]]

audience data service competitors of Epsilon, thereby making it harder 
for them to compete or even pushing them out of the market completely. 
The Acquisition would also likely result in Publicis having the ability 
and incentive to deny or degrade access to LiveRamp's services for 
audience data service providers that compete with Epsilon. This type of 
foreclosure could raise Epsilon's competitors' costs by forcing them to 
turn to less preferred data connectivity providers with smaller scale 
and reach and/or spend resources on building out additional data 
connections.
    In addition, the Acquisition would likely result in Publicis having 
the ability and incentive to appropriate competitively sensitive 
LiveRamp client data for the benefit of Publicis's media agency 
services and its own clients. As a result, clients that otherwise 
prefer the media agency services of competing ad agencies may be 
pressured to switch to Publicis in order to avoid the competitive harm 
of data appropriation. This may substantially lessen competition in the 
market for U.S. media agency services considering Publicis's already 
large share of net new business awarded over the past few years.
    Absent the protections of the Consent Agreement, after the 
Acquisition, Publicis would likely have the ability and incentive to 
foreclose by denying or degrading access to LiveRamp's services or by 
otherwise making decisions to undermine and disadvantage their 
competitors in the markets for audience data services and media agency 
services. Publicis would also gain access to competitively sensitive 
information relating to its competitors and exploit it to its own 
advantage.

VI. The Order and the Order To Maintain Assets

    The Order and the Order to Maintain Assets effectively remedy the 
Acquisition's likely anticompetitive effects in both the market for 
audience data services and the market for media agency services by 
requiring that LiveRamp continue to operate as a neutral platform for 
all current and future customers by: (1) providing non-discriminatory 
access to and support for LiveRamp's standalone products and services; 
(2) preserving access to and support for LiveRamp's standalone products 
and services, including any access or support required from Publicis; 
and (3) supporting non-discriminatory interoperability between 
LiveRamp's standalone products and services and non-Publicis third-
party platforms. The non-discrimination prohibitions of the Order apply 
to any potential discriminatory conduct affecting access, customer and 
technical support, price, product functionality, technology, and 
product and platform choice.
    The Order requires Publicis to establish firewalls to ensure that 
Publicis does not access or use LiveRamp customer data and confidential 
business information that it receives from a customer's use of 
LiveRamp's standalone products and services, and that Publicis does not 
transfer or commingle such data for the benefit or development of 
Publicis products and services. The Order also requires that certain 
employees who receive any LiveRamp customer confidential business 
information receive training regarding the restrictions on the use and 
dissemination of such information.
    The Order provides that Publicis shall appoint an independent 
industry-standard auditor to audit Publicis's compliance with the Order 
every six months for the first two years after the date of Acquisition, 
and then once a year thereafter. Copies of the audit will be provided 
to the Commission. LiveRamp customers may also request an audit, up to 
once a year, and the Order requires Publicis to conduct an audit of its 
compliance with the Order's obligations for that customer. The Order 
also provides for third-party mediation in the event of any disputes 
arising or relating to noncompliance with the Order.
    Finally, the Order specifies that it will terminate five years from 
the date it is issued.
    The purpose of this analysis is to facilitate public comment on the 
proposed Consent Agreement, and it is not intended to constitute an 
official interpretation of the proposed Consent Agreement or to modify 
its terms in any way.

    By direction of the Commission.
Joel Christie,
Acting Secretary.
[FR Doc. 2026-21659 Filed 10-22-26; 8:45 am]
BILLING CODE 6750-01-P


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