On October 19, 2026, the Federal Trade Commission (FTC) announced that it had entered a proposed consent order resolving its concerns over Publicis’s $2.2 billion acquisition of LiveRamp. The case is notable for relying on a purely vertical theory of harm centered on Publicis’s control over previously neutral data pipelines. The remedies ordered by the FTC are designed to ensure that neutrality continues after the acquisition. Firms should expect that deals involving important data infrastructure layers, most significantly artificial intelligence (AI) and related technologies, will face similar scrutiny.

Publicis Groupe S.A. provides media agency services, including media planning and buying for digital advertising campaigns. A Publicis subsidiary, Epsilon, provides audience data services for targeted marketing. LiveRamp is, according to the FTC, the leading data connectivity provider in the U.S. media marketing ecosystem and provides cloud-based software-as-a-service for brands, publishers, and agencies to perform identity resolution and data collaboration with a focus on consumer privacy.

The FTC expressed concerns about vertical foreclosure arising specifically from acquisition of LiveRamp’s data connectivity services. In the administrative complaint accompanying the consent order, the FTC noted that LiveRamp is the largest data connectivity provider in the U.S. media marketing ecosystem, with the largest number of integrations, and the only provider with a full spectrum of services. The FTC alleged that rivals lack the same scale and functionality and, in some cases, rely on LiveRamp to provide their own services.

The complaint focused on two Publicis services that could be artificially advantaged by control of LiveRamp’s data connectivity services. First, the FTC found that Publicis is the largest advertising holding company in the United States (by media billings), one of the five major ad agencies that offer comprehensive media agency services, and the fastest growing media agency services provider. Second, the FTC identified Epsilon’s audience data services, noting that the market may be particularly concentrated in healthcare due to regulatory requirements.

The FTC alleged that Publicis would likely have both the ability and the incentive to foreclose or degrade its competitors’ access to LiveRamp’s data connectivity services to push customers to switch their media agency business to Publicis. The FTC also alleged that the transaction would enable Publicis and Epsilon to obtain competitively sensitive data or use non-Publicis client data to advantage their own clients. Finally, the FTC argued the deal would likely give Publicis the ability and incentive to either foreclose competing audience data service providers or raise their costs by denying or artificially degrading their access to LiveRamp services.

The consent order resolved these concerns by requiring Publicis to, for a period of five years:

• Provide non-discriminatory access and support on fair and reasonable terms for LiveRamp’s products and services;
• Refrain from denying, degrading, or otherwise impairing LiveRamp customers’ access to its products and services;
• Create firewalls for customer data and confidential business information;
• Appoint an independent auditor to evaluate compliance; and
• Refrain from retaliation against customers who discuss compliance concerns with the FTC.

The FTC’s order is consistent with the current agency leadership’s focus on settlement in merger cases and its willingness to enter into behavioral remedies for vertical transactions. Firms involved in acquisitions that include data infrastructure services should expect agencies to consider similar foreclosure and neutrality concerns.

For more information, please contact any member of Wilson Sonsini Goodrich & Rosati’s Antitrust and Competition practice.