The Federal Trade Commission has paved the way for the advertising giants Omnicom Group and Interpublic Group to complete a long-awaited $13.5 billion merger, after the companies agreed that they would not boycott media platforms because of the platforms’ political content.
The agreement, detailed in a consent decree that the F.T.C. announced on Monday, is an unusual move by one of the nation’s principal antitrust regulators.
As part of the consent decree, Omnicom and Interpublic cannot band together with other ad companies to direct their clients to participate in such boycotts of social media sites, magazines, TV networks or other publishing platforms.
“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,” Daniel Guarnera, director of the F.T.C.’s Bureau of Competition, said in a statement.
The consent decree is part of an effort by the Trump administration to use federal agencies to stanch what it considers corporate America’s political bias against conservatives.
“It’s a clear effort to deliver on the promise of the Trump-Vance program to use antitrust law to challenge censorship in technical antitrust terms,” said Bill Kovacic, a former F.T.C. commissioner.
Omnicom’s plan to acquire Interpublic and create a goliath that would generate around $25 billion in annual revenue was announced in December. Analysts quickly questioned whether antitrust enforcers would approve a deal bringing together two of the largest advertising agencies.
Last month, the F.T.C. opened an investigation into whether some advertisers and watchdog groups banded together to withhold advertising dollars from online platforms and websites with conservative bents. The consent order will remove Omnicom and Interpublic from that investigation.
Some groups have questioned whether the F.T.C.’s investigation and the consent decree amount to regulating private firms’ business decisions and their right to expression.
“This is a significant free speech issue,’’ said Angelo Carusone, chairman and president of Media Matters, a liberal advocacy organization that sued the F.T.C. on Monday over the agency’s investigation of the organization and other advertising advocacy groups.
According to the consent decree, Omnicom cannot base its spending on a media platform’s political or ideological view. It also cannot rely on third-party “exclusion lists” premised on political or ideological views to determine where it will direct advertising.
The company’s clients, however, can still choose whether they want to advertise on a certain platform.
Jeremy Goldman, an analyst with eMarketer, a market research firm, said clients would most likely continue opting to keep their ads away from certain content, including political material.
“There are a lot of sensitivities that individual brands are going to have,” he said. “The whole crux of this is that you can’t organize a boycott, but that doesn’t mean you can’t target and personalize ads based on a particular cohort you’re trying to reach.”
The Supreme Court ruled in a 1982 case concerning a boycott by the N.A.A.C.P. that politically motivated boycotts are legal under the First Amendment. But it has ruled against boycotts that have commercial aims, as in a 1990 ruling about a group of boycotts led by criminal defense lawyers.
Some experts said the consent order raised question of feasibility. “The order sets the F.T.C up for a game of Whac-a-Mole,” said David Schwartz, a former F.T.C lead attorney and a partner at the Bryan Cave Leighton Paisner law firm. It will be difficult for the F.T.C to tell whether an Omnicom recommendation is based on politics or simply a media platform’s business performance, he said.
John Wren, chief executive of Omnicom, said in a statement that the company was “delighted” that the acquisition was moving forward. Philippe Krakowsky, the chief executive of Interpublic, said in the statement that the combined company aimed to “meet the evolving needs of clients in a consumer and media landscape being transformed by technology and data.”
The two companies still need a number of countries to approve the deal before it can close. Last week, Britain’s Competition and Markets Authority announced that it was investigating the acquisition.
The F.T.C said the consent decree would help prevent collusion that the consolidation of two major rivals would make more likely. “Websites and other publications that rely on advertising are critical to the flow of our nation’s commerce and communication,” Mr. Guarnera said.
Lauren Hirsch is a Times reporter who covers deals and dealmakers in Wall Street and Washington.
Tiffany Hsu reports on the information ecosystem, including foreign influence, political speech and disinformation
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