FTC finalizes restrictions on Omnicom's acquisition of IPG

The Federal Trade Commission approved a final consent order on September 26, 2025, establishing restrictions on Omnicom Group Inc.'s $13.5 billion acquisition of The Interpublic Group of Companies. The settlement prevents coordination among advertising agencies that could systematically direct spending away from media publishers based on political or ideological considerations.

Omnicom and IPG merger talks began in late 2024, with the Wall Street Journal reporting advanced discussions on December 8, 2024. The transaction brings together the third- and fourth-largest media buying advertising agencies in the United States, creating the world's largest media buying operation. Media buying agencies facilitate purchases of advertising inventory across various media types, representing advertisers in negotiations with publishers over pricing, placement, and sponsorships.

The FTC initially announced a proposed consent order on June 23, 2025, opening a 30-day public comment period. The commission received submissions from interested parties during this period. According to the final order issued in September, regulators modified the proposed settlement in response to these comments. The changes further clarified the scope of restrictions and established a compliance monitoring system.

Daniel Guarnera, Director of the FTC's Bureau of Competition, described the agency's concerns in the June announcement: "Websites and other publications that rely on advertising are critical to the flow of our nation's commerce and communication. Coordination among advertising agencies to suppress advertising spending on publications with disfavored political or ideological viewpoints threatens to distort not only competition between ad agencies, but also public discussion and debate."

The complaint filed by the FTC alleged that advertising agencies have previously coordinated through industry associations on decisions regarding where not to place advertisements. Such coordination may reduce advertising revenues for specific media publishers, according to the complaint. This reduction can force affected publishers to decrease content offerings and reduce investments in their platforms.

The final consent order prohibits Omnicom from entering into agreements with third parties that would direct advertisers' spending based on what the order defines as "Covered Bases." These include political or ideological viewpoints, adherence to journalistic standards set by external parties, and commitments to diversity, equity, or inclusion principles. The restrictions do not apply to fraudulent content or to individual advertiser requests.

Omnicom cannot use exclusion lists, inclusion lists, or other methods to differentiate between media publishers based on these covered categories when determining advertising placements. The order permits such lists when developed at the express direction of individual clients. This distinction preserves advertisers' ability to determine where their advertisements appear while preventing coordination among agencies.

The order requires Omnicom to appoint a compliance monitor who will serve for five years following the order's issuance. This monitor must receive Commission staff consent and will report annually on Omnicom's adherence to the order's provisions. The monitor will receive complaints from non-parties regarding compliance, review annual reports submitted by Omnicom, and maintain authority to require responses to inquiries about submitted information.

Omnicom must file annual compliance reports for five years. These reports must contain sufficient documentation to enable independent verification of compliance. The company must provide a list indicating how many times publishers appear on exclusion lists developed at individual client direction based on political ideology. Omnicom must retain all final versions of material written communications and non-privileged internal documents related to order compliance for five years after filing each report.

The Federal Trade Commission vote to approve the final order was 2-0-1, with Commissioner Mark R. Meador recused from both the initial and final decisions. Chairman Andrew N. Ferguson issued a statement regarding the matter, though the specific content was not detailed in the public announcements.

The order establishes that its purpose addresses theories of competitive harm alleged in the Commission's complaint. These include that the acquisition increases the likelihood of coordination among competitors in the media buying services industry. The restriction period extends for 10 years from the September 26, 2025 issuance date.

The settlement includes provisions requiring Omnicom to notify the Commission at least 30 days before any organizational changes that might affect compliance obligations. These include proposed dissolution, acquisition, merger, or consolidation of Omnicom Group Inc., as well as transfers or sales of subsidiaries. The company must also cooperate with any Commission investigations into compliance or matters relating to media buying services and advertising.

For the digital advertising industry, the settlement represents regulatory attention to coordination practices among major agencies. The media buying sector operates through complex relationships between advertisers, agencies, and publishers, with decisions affecting content distribution and publisher revenues.

The order defines media buying services as purchases of advertising inventory across any media type on behalf of advertisers or for later resale, excluding separately billed services such as media planning or campaign management. This distinction matters for understanding the scope of activities covered by the restrictions. Omnicom Media Group operates as the network within Omnicom responsible for these services, while Mediabrands performs this function within IPG.

Technical aspects of the order include definitions clarifying which activities fall under restrictions. Political or ideological viewpoints encompass those expressed by media publishers, in content alongside which advertising appears, or by any person associated with content. The order explicitly states it does not prevent day-to-day unilateral business decisions consistent with past practices, provided these decisions do not violate the order's provisions.

The settlement does not limit individual advertisers' ability to determine where their advertisements appear. Advertisers retain full discretion over placement decisions. The restrictions target coordination among agencies rather than advertiser choice. This reflects the FTC's focus on preventing collusive behavior that could restrict competition while preserving market participants' independent decision-making.

The compliance monitoring structure requires Omnicom to pay the monitor an annual salary and provide full access to personnel, information, and facilities necessary for reviewing compliance. Omnicom must indemnify the monitor against losses arising from performance of duties under the order, except those resulting from gross negligence or willful misconduct. The company cannot terminate the monitor's employment without Commission staff consent or for serious misconduct such as unauthorized disclosure of confidential information.

The order permits the monitor to enter into agreements with Omnicom regarding services, provided such agreements do not limit the order's terms. Should conflicts arise between any agreement provisions and the order, the order's terms control. The monitor reports to Omnicom's Chief Executive Officer and, if concerns about compliance are not satisfactorily addressed, may notify the Board of Directors.

Media publishers operating in the United States market face ongoing challenges related to advertising revenue sustainability. Actions that systematically reduce these revenues based on viewpoint rather than content quality or audience reach can affect publishers' viability. Publishers rely on advertising revenues to support content creation and platform operations.

The advertising technology ecosystem includes multiple layers of intermediaries between advertisers and publishers. Media buying agencies negotiate rates, secure inventory, and manage campaign execution. The Omnicom-IPG transaction occurs within this evolving technical and regulatory environment.

Commission staff will have access to Omnicom's facilities and records for determining or securing compliance with the order. Upon written request with five days' notice, authorized Commission representatives may inspect documents and interview officers, directors, or employees, who may have counsel present. This access provision enables ongoing verification of compliance beyond the formal reporting requirements.

The settlement resolves allegations that the acquisition would violate Section 7 of the Clayton Act and Section 5 of the Federal Trade Commission Act. The consent agreement includes Omnicom's admission of jurisdictional facts but does not constitute an admission that the law was violated as alleged in the complaint. This standard language appears in FTC consent agreements, allowing resolution without litigation while preserving the Commission's ability to enforce the order's terms.

For marketing professionals working with media buying agencies, the order's restrictions may affect available services and coordination mechanisms. Agencies must now document whether placement decisions based on political or ideological factors originate from individual client direction rather than agency coordination. This documentation requirement creates compliance obligations that agencies must incorporate into operational procedures.

FTC antitrust enforcement has expanded across multiple fronts in 2025. The Commission launched investigations into Amazon and Google on September 12, 2025, examining whether the tech giants misled advertisers about search advertising terms and pricing practices. This probe focuses on transparency in advertising auction practices and whether companies properly disclosed terms for advertisements.

Google faces ongoing antitrust pressure following a September 2, 2025 ruling requiring disclosure of advertising auction modifications and ending exclusive distribution deals. A Virginia federal judge ruled in April 2025 that Google holds an illegal monopoly in certain online advertising technology markets, with remedies hearings beginning in September 2025.

The case reflects broader regulatory attention to competition issues in advertising markets. Antitrust scrutiny adds another dimension to compliance requirements for major industry participants. The FTC's approach in this matter focuses on preventing coordination that could harm both competitive dynamics and public discourse.

Industry observers note the settlement's balance between preventing anticompetitive coordination and preserving legitimate business operations. The order permits agencies to make ordinary business decisions and honor individual client preferences. The restrictions target specific coordination practices rather than imposing broad operational constraints. This tailored approach reflects the Commission's analysis of competitive risks arising from consolidation in the media buying sector.

The 10-year duration of the order reflects the Commission's view of the time period during which competitive concerns warrant ongoing monitoring. The five-year compliance reporting period, coupled with the monitoring requirement, establishes a framework for verifying adherence to restrictions during the period when integration and market adjustments occur. After this initial period, the order remains in effect but with reduced reporting obligations.

The Match Group settlement on August 12, 2025, demonstrated similar enforcement patterns. Match Group paid $14 million to resolve FTC charges alleging deceptive advertising practices and problematic billing procedures, with comprehensive compliance monitoring established for 10 years.

DuckDuckGo CEO Gabriel Weinberg criticized court-ordered measures against Google as inadequate on September 2, 2025, claiming the company will continue blocking competitors including AI search platforms. This criticism came as Google faced unprecedented antitrust pressure across multiple fronts, with federal courts ruling against the company in two separate monopolization cases.

AI-generated advertising presented new enforcement challenges documented on August 16, 2025, when YouTube creator Charles White Jr. analyzed sophisticated marketing schemes using AI technology to create false product demonstrations. The FTC launched Operation AI Comply on September 25, 2024, targeting companies using artificial intelligence for unfair and deceptive practices.

Privacy concerns have reshaped advertising practices alongside antitrust enforcement. Google's RTB privacy settlementfiled September 2, 2025, established unprecedented user controls over data sharing in real-time bidding auctions valued up to $21.6 billion. The settlement emerged against a backdrop of declining open web display advertising, potentially threatening revenue streams that sustain publishers.

COPPA rule amendments took effect June 23, 2025, introducing stringent requirements for operators collecting personal information from children under 13. The changes require separate consent for third-party data sharing, enhanced transparency disclosures, and stronger data retention policies, fundamentally altering data collection practices in children-directed services.

Programmatic advertising infrastructure experienced significant changes when Prebid.org implemented bidder-specific transaction identifiers on August 27, 2025. The changes ensure each bidder receives different transaction identifiers even when participating in identical auction opportunities, eliminating cross-exchange visibility that the OpenRTB specification intended to provide.

The Omnicom-IPG settlement occurs within this broader context of regulatory scrutiny and technical transformation in advertising markets. Combined enforcement actions and privacy changes are reshaping how companies approach advertising operations and data practices.

Timeline

• December 8, 2024: Omnicom and IPG merger talks reported, potential combination would create world's largest advertising company
• June 23, 2025: FTC announced proposed consent order for Omnicom's $13.5 billion acquisition of IPG, opened 30-day public comment period
• September 2, 2025: Judge ruled Google must disclose ad auction changes in separate antitrust case
• September 12, 2025: FTC launched investigations into Amazon and Google over search advertising disclosures
• September 26, 2025: FTC approved final consent order with modifications based on public comments, establishing 5-year monitoring period

Summary

Who: The Federal Trade Commission, Omnicom Group Inc., and The Interpublic Group of Companies. The settlement affects the third- and fourth-largest media buying advertising agencies in the United States, creating the world's largest combined operation. Daniel Guarnera, Director of the FTC's Bureau of Competition, led the agency's review.

What: A final consent order imposing restrictions on Omnicom's $13.5 billion acquisition of IPG. The order prevents coordination among advertising agencies to deny advertising dollars to media publishers based on political or ideological viewpoints, except at individual client direction. It establishes a five-year compliance monitoring system with annual reporting requirements and prohibits use of exclusion lists based on covered categories unless specifically directed by individual advertisers.

When: The FTC announced the proposed order on June 23, 2025, and approved the final order on September 26, 2025, after a 30-day public comment period. The monitoring period extends five years from the order's issuance, while the order itself remains in effect for 10 years. The effective date triggers when the acquisition is consummated.

Where: The restrictions apply to media buying services in the United States market. The settlement addresses coordination practices affecting media publishers operating in the U.S. and advertisers purchasing inventory through the combined entity. Both companies maintain principal executive offices in New York.

Why: The FTC determined the acquisition threatened to increase the risk of coordination among advertising agencies that could reduce revenues for media publishers based on viewpoint rather than legitimate business criteria. Advertising agencies have historically coordinated through industry associations on decisions not to advertise on certain websites and applications. Such coordination could distort competition and affect public discourse by systematically directing advertising away from certain publishers, forcing those publishers to reduce content offerings and platform investments.