The Federal Trade Commission issued a proposed consent order on Monday requiring Publicis Groupe S.A. to maintain neutral access to LiveRamp Holdings Inc. products and establish data firewalls to complete its acquisition of LiveRamp. The agreement addresses the $2.2 billion deal in which Publicis agreed to acquire 100% of LiveRamp.

Under the terms of the order, Publicis must provide non-discriminatory access to LiveRamp’s standalone products and services for five years. The company is prohibited from denying, degrading, delaying, or impairing LiveRamp customers’ access to services. Firewalls must prevent Publicis from accessing LiveRamp customer data and confidential business information.

An independent auditor will review compliance every six months for the first two years, then annually for three years. LiveRamp customers have the option to request an audit of Publicis’s compliance with data protection, privacy and security obligations as applied to the requesting customer. The order provides for third-party mediation of contractual compliance disputes that remain unresolved after 30 days. Publicis shall not retaliate against customers that discuss compliance concerns with the Commission.

The FTC alleged the deal would violate Section 7 of the Clayton Act by decreasing competition. Regulators alleged Publicis would deny or degrade access to LiveRamp services on which competitors rely, leading to higher costs and lower quality services for customers of competing digital advertising services. The agency also alleged that under the deal Publicis would gain access to competitively sensitive data of non-Publicis clients serviced by LiveRamp, which Publicis would leverage to pressure those clients to switch to Publicis.

"By requiring LiveRamp to continue operating as it does today as a neutral platform, this order will ensure that Publicis does not gain an unfair advantage over its competitors in the digital advertising marketplace," said David Shaw, Principal Deputy Director of the FTC’s Bureau of Competition. "The FTC’s action today ensures that the digital advertising marketplace can continue to grow and evolve without risking harm to competition." The Commission voted 2-0 to issue the complaint and accept the consent agreement for public comment. The public will have 30 days to submit comments on the proposed consent agreement package.