FTC就阳狮22亿美元收购LiveRamp的同意令在《联邦公报》公开征询意见，属10月19日已放行消息的程序性落地

Billing Code: 6750-01-P
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.
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 [INSERT DATE 30 DAYS AFTER
DATE OF PUBLICATION IN THE FEDERAL REGISTER].
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 https://www.regulations.gov 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 https://www.ftc.gov/news-events/commission-actions.
You can file a comment online or on paper. For the Commission to consider your
comment, we must receive it on or before [INSERT DATE 30 DAYS AFTER DATE OF
PUBLICATION IN THE FEDERAL REGISTER]. 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 https://www.regulations.gov website.
We encourage you to submit comments through the https://www.regulations.gov
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
https://www.regulations.gov, 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 https://www.regulations.gov 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 https://www.ftc.gov 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
[INSERT DATE 30 DAYS AFTER DATE OF PUBLICATION IN THE FEDERAL
REGISTER]. For information on the Commission’s privacy policy, including routine uses
permitted by the Privacy Act, see https://www.ftc.gov/site-information/privacy-policy.
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 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 nondiscriminatory 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 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: 10/22/2026 8:45 am; Publication Date: 10/23/2026]