The Federal Trade Commission will let Publicis Groupe buy LiveRamp for $2.2 billion, provided LiveRamp keeps serving Publicis' competitors on equal terms.
The FTC announced the proposed consent order on October 19. It binds both companies for five years, and it requires Publicis to give every LiveRamp customer "non-discriminatory access and support on fair and reasonable terms". A consent order is a settlement: the companies accept conditions, and the deal moves forward.
The logic is easy to follow. LiveRamp is a data company, and its customers include agencies that compete with Publicis. Once an agency owns a supplier its rivals depend on, the obvious risk is that the supplier gets slower, pricier or less attentive for everyone except the parent. The order's wording points at exactly that. It covers support as well as access, which matters because a rival can be disadvantaged without ever being cut off.
The remedy is also a behavioral one. Rather than forcing a piece of the business to be sold off, the FTC chose to let the combination stand whole and police how it acts. That approach depends on the rules being specific enough to enforce.
"Fair and reasonable" is not very specific. A customer that suspects it is being treated worse than Publicis would have to argue about what fair means in practice. And with a five-year term, the open question is what the market looks like on the day the obligation expires.