• by Wendy Davis , Yesterday

The Federal Trade Commission on Friday approved Omnicom's $13.5 billion merger with Interpublic Group, but appears to impose new restrictions on the company's ability to take publishers' content into account when purchasing ad inventory.

The original order would have prohibited Omnicom/IPG from considering media companies' political or ideological viewpoints when purchasing media -- except at the direction of clients.

The final order, unveiled Friday, elaborates on the restriction in ways that appear to broaden it. Specifically, the new order prohibits Omnicom/IPG from considering media companies' "political or ideological viewpoints -- including viewpoints as to the veracity of news reporting or other politically or ideologically contested facts, such as their characterization as 'misinformation,' 'disinformation,' 'bias,' or similar terms" -- except at clients' direction.

The revised order also includes restrictions on directing ad buys based on media companies' "adherence to journalistic standards or ethics established or set by a third party," or companies' commitment to diversity, equity or inclusion.

While the restrictions allow Omnicom/IPG to consider media companies' content at a client's request, the order prohibits the holding company from using blacklists, whitelists or "other means of differentiating between media publishers," unless those lists were "developed at the express direction of a particular client."

The original consent decree additionally banned Omnicom/IPG from refusing to deal with advertisers based on their political or ideological viewpoint; the new order elaborates that the holding company can't refuse to deal with advertisers based on criteria like whether they contain "misinformation," follow journalistic standards, or commit to diversity, equity and inclusion.

The new order additionally requires Omnicom/IPG to hire a monitor who will be tasked with taking complaints from non-parties regarding compliance, among other duties.

FTC Chair Andrew Ferguson previously argued that the original restrictions would mitigate concerns that advertisers will collude to deprive publishers of ad revenue based on ideology.

"In recent years, the advertising industry has been plagued by deliberate, coordinated efforts to steer ad revenue away from certain news organizations, media outlets, and social media networks," Ferguson stated in July, when the FTC publicly released the original consent decree.

He added that allegations in the House Judiciary Committee's report regarding the now-defunct Global Alliance for Responsible Media (GARM), if true, "paint a troubling picture of a history of coordination -- that the group sought to marshal its members into collective boycotts to destroy publishers of content of which they disapproved." That report accused the brand safety group of coordinating action by corporations, ad agencies and other industry groups in order to “demonetize platforms, podcasts, news outlets, and other content deemed disfavored by GARM and its members.”

But advocacy groups argued that antitrust concerns didn't justify restricting Omnicom/IPG's ability to consider content when purchasing ad inventory.

"The Commission may believe it is targeting anticompetitive collusion, but it risks chilling legitimate, and protected, editorial judgments by private actors," the think tank TechFreedom wrote in comments submitted in July.

The group Public Knowledge -- which said in separate comments that the merger raises "legitimate antitrust concerns" -- argued to the FTC in July that the restrictions would require advertisers "to take on roles related to brand safety that agencies have traditionally helped manage."

On Friday, Public Knowledge policy counsel Elise Phillips said the new order "increases the burdens and risks for advertisers."

"With its new and final consent order, the FTC has now officially expanded its merger review in a manner that polices lawful expressive conduct by advertisers and agencies," Phillips said in an email to MediaPost.

"Instead of addressing actual competition harms that may arise from the merger, the order inserts the government into decisions about which outlets should or should not receive ad dollars," she added.