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IN THE UNITED STATES DISTRICT COURTFOR THE NORTHERN DISTRICT OF TEXASWICHITA FALLS DIVISIONX CORP.,))
Plaintiff,)v.
))
WORLD FEDERATION OF)
ADVERTISERS;)UNILEVER PLC;)
UNILEVER UNITED STATES, INC.;)
MARS, INCORPORATED;)CVS HEALTH CORPORATION; and)ØRSTED A/S,)
Defendants.
)_________________________________________ )Case No. _______________JURY TRIAL DEMANDEDCOMPLAINT
Plaintiff X Corp. (“X” or “Plaintiff”), by and through its undersigned counsel, brings thisaction for trebled compensatory damages and injunctive relief under the antitrust laws of theUnited States against the World Federation of Advertisers; Unilever PLC; Unilever United States,
Inc.; Mars, Incorporated; CVS Health Corporation; and Ørsted A/S, demanding a trial by jury. For
its Complaint against Defendants, X alleges the following:
Nature of the Case
1.

This is an antitrust action relating to a group boycott by competing advertisers of

one of the most popular social media platforms in the United States.
2.

Acting with and through a World Federation of Advertisers (“WFA”) initiative

called the Global Alliance for Responsible Media (“GARM”), the Defendants conspired, alongwith dozens of non-defendant co-conspirators, to collectively withhold billions of dollars inadvertising revenue from Twitter, Inc. (“Twitter,” now X Corp.). Concerned that Twitter might1

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deviate from certain brand safety standards for advertising on social media platforms set through
GARM, the conspirators collectively acted to enforce Twitter’s adherence to those standards
through the boycott.
3.

As a condition of GARM membership, GARM’s members agree to adopt,

implement, and enforce GARM’s brand safety standards, including by withholding advertisingfrom social media platforms deemed by GARM to be non-compliant with the brand safety
standards. When Elon Musk and other investors acquired Twitter in November 2022, GARM
members reached out to GARM to learn “[GARM’s] perspectives about the Twitter situation anda possible boycott from many companies[,]” and GARM conveyed to its members its concerns
about Twitter’s compliance with GARM’s standards, triggering the massive advertiser boycott that
followed.
4.

Pursuant to the conspiracy, major brand advertisers, including the advertiser

Defendants and dozens of non-defendant co-conspirators, agreed to and did, abruptly and inlockstep, boycott Twitter by discontinuing entirely or substantially reducing their previously
substantial advertising purchases from Twitter. As one of the Defendants reported to GARM
months later, when appearing to seek GARM’s permission to resume advertising on Twitter, itsparticipation in the November 2022 boycott had been “[b]ased on your [GARM’s]
recommendation.” These actions were all against the unilateral self-interest of the advertisers;
they made economic sense only in furtherance of a conspiracy performed in the confidence thatcompeting advertisers were doing the same. As the same Defendant raised with GARM a few
months into the boycott, “Now, some time has passed, and I am curious to know what you would
advise us to do. And what are other global advertisers doing – have they come back to the [Twitter]
platform, or are they still off?”2

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Internally, GARM celebrated—and took responsibility for—the massive economic

harm imposed on Twitter by the boycott, boasting within just a few months of the start of theboycott that “they [Twitter] are 80% below revenue forecasts.”
6.

The boycott and its effects continue to this day, despite X applying brand safety

standards comparable to those of its competitors and which meet or exceed those specified by
GARM.
7.

The conduct of Defendants and their co-conspirators is a naked restraint of trade

without countervailing benefits to competition or consumers. In a competitive market, each social
media platform would set the brand safety standards that are optimal for that platform and for its
users, and advertisers would unilaterally select the platforms on which they advertise. Social
media platforms that select efficient brand safety standards will thrive; platforms that selectinefficient standards will lag behind. Through this competitive process, platforms will discoverand adopt the brand safety practices that best promote consumer welfare. But collective action
among competing advertisers to dictate brand safety standards to be applied by social media
platforms shortcuts the competitive process and allows the collective views of a group ofadvertisers with market power to override the interests of consumers. The Sherman Act, 15 U.S.C.
§ 1, does not allow this. The brand safety standards set by GARM should succeed or fail in themarketplace on their own merits and not through the coercive exercise of market power by
advertisers acting collectively to promote their own economic interests through commercial
restraints at the expense of social media platforms and their users.
8.

The unlawful conduct alleged herein is the subject of an active investigation by theCommittee on the Judiciary of the House of Representatives of the Congress of the United States(“House Judiciary Committee”). After extensive investigation—including a review of documents
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produced in response to subpoenas issued to WFA and to GARM and an interview of a senior
GARM executive—the House Judiciary Committee issued an Interim Staff Report on July 10,
2024.
9.

That Report concluded: “The extent to which GARM has organized its tradeassociation and coordinates actions that rob consumers of choices is likely illegal under the
antitrust laws and threatens fundamental American freedoms. The information uncovered to dateof WFA and GARM’s collusive conduct to demonetize disfavored content is alarming.”
Parties10.

X Corp. is a Nevada corporation with its principal place of business at 1355 Market

Street, Suite 900, San Francisco, California 94103. X Corp. owns and operates the social media
platform X, accessible through twitter.com, X.com, and various mobile and online applications.
X Corp. merged with Twitter, Inc. in April 2023 and is the successor-in-interest to Twitter, Inc.
11.

Defendant World Federation of Advertisers (“WFA”) is an international not-for-profit association organized under the laws of the Kingdom of Belgium. WFA’s headquarters are
in Belgium, and it has an office in New York, New York. GARM is a committee of WFA andreports to the WFA Executive Committee. WFA’s President, Deputy President, and the senior
WFA executive who both co-founded and leads its GARM initiative live and work in the UnitedStates. WFA and GARM have members located in this District, and WFA engages in a substantial
volume of commerce throughout the United States and in this District.
12.

The WFA Executive Committee is responsible for the administration,

representation, and management of WFA and its activities.

Through the WFA Executive

Committee, comprising many of the world’s largest advertisers, WFA is dominated and controlled

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by competing advertisers and is dedicated to promoting their collective economic interests.
According to WFA:WFA is the only global organisation representing the common
interests of marketers. It brings together the biggest markets andmarketers worldwide, representing roughly 90% of global
marketing communications spend, almost US$900 billion annually.
13.

Defendant Ørsted A/S (“Ørsted”) is a Danish renewable energy company with its

headquarters in Fredericia, Denmark. Ørsted is a publicly listed company with the Kingdom ofDenmark as majority shareholder with a 50.1% ownership share. Denmark exercises its ownershipinterest in Ørsted in accordance with the ordinary governance practices of Danish companies,
where a board of non-executive directors (the Board of Directors) and executive directors (theExecutive Board) are responsible for the management of the company. Through one or morewholly owned American subsidiaries, Ørsted holds substantial investments in the United States,
including a wind farming facility located in the Wichita Falls Division of this District. Ørsted
expends substantial sums annually on the promotion of its products and services over the internet,
including on social media platforms. Ørsted became a GARM member no later than June 2022.
14.

Defendant Unilever PLC is a manufacturer of consumer products that isincorporated in the United Kingdom and headquartered in London, England. Unilever UnitedStates, Inc. (“Unilever U.S.,” and together with Unilever PLC, “Unilever”) is an indirect, wholly
owned subsidiary of Unilever PLC that is incorporated in Delaware and headquartered in New
Jersey. Unilever expends substantial sums annually on the promotion of its products and services
over the internet, including on social media platforms. Unilever PLC is a founding member of
GARM and sits on GARM’s Steer Team—the group responsible for “setting priorities for the
GARM, addressing impasses and approving solutions.” Unilever PLC is also represented on

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WFA’s Executive Board. Unilever U.S. engages in a substantial volume of commerce in thisDistrict.
15.

Defendant Mars, Incorporated (“Mars”) is a seller of consumer products andservices. Mars is incorporated in Delaware and headquartered in Virginia. Mars expends
substantial sums annually on the promotion of its products and services over the internet, including
on social media platforms. Mars is a founding member of GARM, sits on GARM’s Steer Team,and is represented on WFA’s Executive Board. Mars engages in a substantial volume of commercein this District.
16.

Defendant CVS Health Corporation (“CVS Health”) provides health services,

including health insurance, pharmacy, and clinical services. CVS Health is incorporated in
Delaware and headquartered in Rhode Island. CVS Health expends substantial sums annually on
the promotion of its products and services over the internet, including on social media platforms.
CVS Health became a member of GARM no later than June 2022. CVS Health engages in a
substantial volume of commerce in this District.
Jurisdiction, Standing, and Venue
17.

This Court has subject matter jurisdiction over Plaintiffs’ claims under 28 U.S.C.

§§ 1331 and 1337.
18.

Plaintiff has standing to bring this action under Sections 4 and 16 of the Clayton

Act, 15 U.S.C. §§ 15, 26.
19.

This Court has personal jurisdiction over each Defendant. WFA, Unilever U.S.,

Mars, and CVS Health each transact a substantial volume of business in this District. Each
Defendant, including Unilever PLC and Ørsted, through its participation in the conspiracy allegedin this Complaint and otherwise, has substantial contacts with the United States. The members of6

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the conspiracy committed substantial acts in furtherance of that unlawful scheme within the UnitedStates, including in this District. And their unlawful conspiracy had foreseeable effects in the
United States, including in this District.
20.

Venue is proper in this District under 15 U.S.C. §§ 15, 22, and 26, and 28 U.S.C.

§ 1391(b), (c), (d), and (f), because, among other things, each domestic Defendant transacted
business, was found, or had agents in this District, and a substantial portion of the affectedinterstate trade and commerce described herein has been carried out in this District.
21.

Ørsted’s conduct alleged herein is commercial activity carried on in the UnitedStates and/or commercial activity conducted outside the United States causing a direct, foreseeable
effect in the United States under 28 U.S.C. § 1605(a)(2). Ørsted conspired with WFA and othersin the United States to boycott Twitter in the United States by withholding purchases of advertisingfrom Twitter that would have been made in the United States and communicated with WFA
employees located in the United States in furtherance of this conspiracy.
22.

The conduct of the Defendants and their co-conspirators alleged herein had andcontinues to have a substantial effect on interstate commerce in the United States.
Factual Allegations
23.

X operates a microblogging social media platform that was founded in 2006 by

Twitter, Inc. X’s platform allows users to publish text, photos, and videos in posts (previously
referred to as “Tweets”) that other users may view and interact with. These posts appear
sequentially to users in feeds, which occasionally include paid advertisements. X has over 500
million active users every month.

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X competes with other social media platforms, from which it is differentiated in the

degree to which consumers use its platform to keep up to date with news, live events, issues ofpublic policy, and other current affairs.
25.

X sells digital display advertising directly to advertisers and advertising agencies.

Larger advertisers generally retain the services of advertising agencies to purchase digitaladvertising on their behalf. Advertisers pay substantial sums for the services of advertising
agencies and generally rely on advertising agencies for strategic advice in managing their digitaladvertising expenditure.
The Global Alliance for Responsible Media
26.

In June 2019, WFA and some of its members, including seventeen leading

advertisers, established GARM as a forum to promote the economic interests of advertisers inconnection with the purchase of advertising on digital media and social media platforms. GARM’smembers include advertisers, advertising agencies, and social media platforms.
27.

The Association of National Advertisers (“ANA”) Growth Council, which iscomposed of chief marketers from the world’s premier brands and has a seat on GARM’s Steer
Team, joined with WFA to create GARM.
28.

A former senior employee of Mars, Rob Rakowitz, co-founded GARM with WFA

while still employed at Mars. Rakowitz, who works in WFA’s New York office, is the Initiative
Lead for GARM and is part of every significant decision made by GARM.
29.

GARM is governed by its Steer Team, which functions as GARM’s board of

directors. The Steer Team comprises representatives of Unilever PLC, Mars, Diageo, P&G,
GroupM (the world’s largest advertising agency), the American Association of Advertising
Agencies (the 4A’s, which represents advertising agencies), the Incorporated Society of British
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Page 9 of 44 PageID 9Advertisers (ISBA, which represents brands in the United Kingdom), and ANA (which represents
brands in the United States). The Steer Team thus includes and represents the world’s largest
advertisers.

Rakowitz is supervised by the Steer Team, which reviews and approves his

substantive communications with GARM members. According to Rakowitz, he will consult with
the Steer Team before “hav[ing] a conversation around policy and enforcement and consistency”
with a GARM member.
30.

GARM also includes the so-called “Big Six” advertising agency holding

companies, which together hold nearly every major advertising agency in the world. In otherwords, nearly all major agencies that execute advertising campaigns for large companies aroundthe world actively participate in GARM. With WFA accounting for roughly 90% of brand spend
on advertising and with GARM including almost every advertising agency and many of theworld’s biggest brands, GARM members collectively exercise market power in the advertisingmarket.
31.

Although GARM membership is broader than advertisers and advertising agencies,

the organization is (like WFA itself) dominated and controlled by advertisers, who use it toadvance their collective economic interests. In its Charter, GARM states: “The GARM is a firstof-its-kind industry-wide, but advertiser-centric community of global brands, media agencies,
media owners and platforms, and industry bodies.” Another GARM document states: “GARM’sgovernance advances an advertiser-led agenda that focuses on solutions that improve transparency,
consistency, control and oversight on content monetization of content in social and digital media.”32.

GARM is an organization led by and for advertisers. For example, in an internal

email among GARM Steer Team members, Rakowitz or another participant drafted proposed
talking points for an upcoming discussion with Facebook, a social media platform. One proposed
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talking point was: “We appreciate the platforms [sic] input but we from a governance perspective
we [sic] must maintain true to our chartering organizations WFA and ANA in being advertiserdriven[.]” An advertiser participant on the email chain, commenting on this talking point, wrote:“What is the point here? If it is to make sure they know we’re running this, again assumed and noneed to reiterate.”
33.

The avowed purpose of GARM is to leverage the collective market power of its

advertiser members to advance their economic interests by forcing changes to the business
operations of digital media and social media platforms that sell advertising inventory to GARM
members or to their clients. GARM’s Charter recognizes the “collective power” of GARM
members to achieve this goal through “uncommon collaboration.” Rakowitz has explained:“[U]ncommon collaboration needs to be understood as the industry coming together and putting
aside competitive concerns in the interest of safety[.]” In its 2019 press release announcing theformation of GARM, WFA expressly identified collective action among advertisers at the expenseof digital media and social media platforms as the purpose of GARM: “Members of the Global
Alliance for Responsible Media recognize the role that advertisers can play in collectively pushing
to improve the safety of online environments.”
34.

Acting collectively through GARM, advertisers and advertising agencies aim torealize changes to the business models of digital media and social media platforms that they would
have been unable to force the adoption of while acting unilaterally and in uncoordinated rivalry
with one another. In 2019, Rakowitz explained the genesis of GARM as frustration among theadvertiser members of the GARM Steer Team with their inability to achieve their desired outcomesin negotiations with social media platforms when acting unilaterally:
Roughly a year ago, I drove a breakthrough on the WFA Media
Board that point-to-point conversations were getting the industry
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nowhere; Mars having a conversation with YouTube separate from
P&G, and P&G having a conversation with Facebook, andconversations happening at a local and global levels was simply
inefficient and not reaching beyond advertising sales teams. In latespring, we started to drive moment around this idea of “uncommon
collaboration” to break through the deadlock.
Uncommon collaboration has all sides of the industry together,
uncommon collaboration has competitors working together. The
goals are to rise above individual commercial interest, focus on
consumers and society, to drive focus that is endorsed by major
customers of these platforms in a way that cannot be ignored, andfinally ensure that there’s access to the right decision makers whohaven’t been part of the demands hitherto.
35.

In another document describing the collective exercise of market power to dictate

results not achievable by advertisers acting unilaterally, GARM explains: “The goal is to remove
harmful content from advertiser-supported media on digital media platforms, and ensure that theindustry works together to ensure that this is prioritized by executives” of digital media and social
media platforms, rather than by the “advertising sales teams” that Rakowitz referenced in the 2019
explanation above as being all that was available to the advertisers when acting unilaterally.
36.

One example of GARM forcing changes to the business operations of social media

platforms through the collective exercise of its members’ market power that they could not haveachieved unilaterally comes from 2022. Meta, an operator of social media platforms (including
Facebook and Instagram) and a member of GARM, announced changes in 2022 to the way inwhich it reported to advertisers and advertising agencies where advertisements were appearing on
its platform.
37.

Internally, GARM celebrated this result as the outcome of the exercise ofadvertisers’ collective market power through GARM. Rakowitz wrote to the CEO of WFA: “Thisis a big first step for [Meta], and should be acknowledged as a significant win we forced.” See
Exhibit A at HJC-WFA-GARM-000042864. Referring to an upcoming meeting of the WFA
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Executive Committee to be held in Greece, Rakowitz wrote: “This should be a message to the
ExecCo for Athens - our demands are being met,” and “We need to get the ExecCo to understandthat we’re operating with a Roosevelt doctrine of ‘speaking softly and carrying a big stick[.]’” Id.
at HJC-WFA-GARM-000042863.
The GARM Brand Safety Standards
38.

WFA organized GARM in part to promulgate standards relating to the placementof advertising on digital media and social media platforms. GARM’s standards include so-called“brand safety” standards, which govern the display of specified types of sensitive content on
advertiser-supported digital media and social media platforms. GARM’s standards also specify
techniques to implement these brand safety standards and common measures of theimplementation of these brand safety standards.
39.

GARM describes its standardization efforts as involving “common definition,common measures, common tools, and independent verification” of GARM’s brand safety
standards. According to GARM, “GARM’s core work is focused on creating industry standards
and solutions in monetization, seeking to improve transparency, consistency, control, andaccountability for the placement of ads on content.”
40.

GARM’s standardization efforts are pursued through Working Groups.

The

GARM Working Groups are managed by WFA and meet biweekly for seventy minutes.
Resolutions and policies of the GARM developed by the Working Groups are proposed to
GARM’s members and to GARM’s Steer Team and are adopted based on a vote of GARM’smembers and approval by the Steer Team.
41.

There are four Working Groups. GARM’s efforts to achieve “common definitions”

of brand safety are performed through the Standards and Definitions Working Group; its efforts to12

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achieve “common measures” of brand safety through the Measurement and Oversight Working
Group; its efforts to achieve “common tools” through the Adjacency Standards and Controls
Working Group; and “independent verification” is assigned to the Independent Verification
Working Group.
42.

GARM’s Standards and Definitions Working Group is focused on the developmentof “an industry wide common framework of definitions to drive transparency, consistency andcontrol in the placement of ads online.” The Standards and Definitions Working Group wasformed in December 2019 and went on to propose the specifications later adopted in September
2020 as the GARM Brand Safety Floor and Suitability Framework.
43.

The Brand Safety Floor and Suitability Framework identifies twelve categories ofcontent on digital media and social media platforms. The Brand Safety Floor provides thatadvertisements may not appear in connection with such content. The Suitability Frameworkprovides that advertisements may appear in connection with social media posts relating to thetwelve identified categories only with advertiser consent. The Brand Safety Floor and Suitability
Framework was first promulgated by GARM in September 2020 and was updated in June 2022.
44.

The GARM Measurement and Oversight Working Group is tasked with agreeing

upon an aggregated reporting framework for assessing the adherence of digital media and social
media platforms to GARM’s Brand Safety Floor and Suitability Framework and other measuresof brand safety. The Measurement and Oversight Working Group was formed in July 2020 andwent on to recommend the reporting format later adopted in the GARM Aggregated Measurement
Report, which has been published six times since 2021.
45.

The GARM Adjacency Standards and Controls Working Group is tasked withagreeing upon common measures to define and measure the placement of advertising on digital
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media and social media platforms. The Adjacency Standards and Controls Working Group formed
in 2020 and recommended the specifications later adopted in June 2022 as the GARM Adjacency
Standards Framework.
46.

The GARM Independent Verification Working Group is tasked with agreeing upon

a common framework for the certification of the brand safety practices of digital media and social
media platforms. The Independent Verification Working Group recommended that GARMmember social media platforms be required to obtain verification of their brand safety processes
and metrics from two third parties, the Media Ratings Council and the Trustworthy AccountabilityGroup.
47.

This Complaint refers to the output of these four working groups, including theBrand Safety Floor and Suitability Framework, the Adjacency Standards Framework, participationin the Aggregated Measurement Report, and recommended brand safety audits, along withancillary agreements and understandings reached through GARM, as the “GARM Brand Safety
Standards.”
48.

The GARM Brand Safety Standards promote the economic interests of GARM’sadvertiser and advertising agency members. GARM’s advertiser and advertising agency members
have an economic incentive to see digital media and social media platforms adopt and adhere to
the GARM Brand Safety Standards.
49.

By forcing social media platforms to adopt and adhere to the GARM Brand Safety

Standards, GARM-member advertisers and advertising agencies force social media platforms toincur certain costs previously borne by advertisers. Social media platforms host a diverse array ofcontent, and some advertisers do not want their advertisements appearing in connection with or
adjacent to some types of content. Before the Brand Safety Standards, each advertiser negotiated14

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individually with social media platforms to customize the reach of its ads and to avoid unwanted
content.

Some GARM-member advertisers found these individualized negotiations to beunsatisfying and costly and wished to reduce their costs of advertising on social media platforms
by forcing the social media platforms to incur those costs instead. Through the Brand Safety
Standards, GARM-member advertisers collectively shift to social media platforms a portion of thecosts previously borne by advertisers by forcing the social media platforms (i) to proactively
remove certain content (that falling below the Safety Floor) and (ii) to adopt tools to allow
advertisers to more easily avoid certain other content subject to the Suitability Framework.
50.

The changes to the business operations that GARM forces on social media

platforms through its Brand Safety Standards are not necessarily in the best interests of those social
media platforms or their users. These changes also exceed what GARM members were able toachieve through unilateral and independent negotiations with those platforms. Because social
media advertising is an important and growing market for advertisers, GARM members acting
unilaterally were unable to force social media platforms to adopt and adhere to the Brand Safety
Standards by independently withholding or threatening to withhold their advertising purchasesfrom those platforms. Collective action through GARM using the collective market power of
GARM’s advertiser and advertising agency members is necessary to force social media platforms
to adopt and adhere to the Brand Safety Standards.
51.

Thus, although GARM sets the Brand Safety Standards, GARM is not a mere

standard-setting body.

Legitimate standard-setting bodies facilitate collective action among

participants to set voluntary standards while eschewing any agreement among participants as towhether the standards will be implemented by participants or how the implementation of the15Case 7:24-cv-00114-O Document 1 Filed 08/06/24

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standard will be enforced. By forcing digital media and social media platforms to adopt and adhere
to the Brand Safety Standards, GARM goes much further than setting voluntary standards.
GARM Members Agree to Follow and Enforce the Brand Safety Standards
52.

In addition to agreeing upon the content of the GARM Brand Safety Standards,

GARM’s advertiser and advertising agency members agree (i) to adopt and implement the GARM
Brand Safety Standards in their own business operations and (ii) to enforce the implementation of
the Brand Safety Standards by the digital media platforms and social media platforms from which
they purchase advertising.
53.

GARM-member advertisers and advertising agencies agree to adopt, implement,

and enforce the GARM Brand Safety Standards because widespread and uniform adoption andimplementation of the Brand Safety Standards promotes the economic interest of those advertisers
and advertising agencies. As one GARM document provides: “GARM’s standards rely on systemwide adoption in order to realize its goals.” Thus, GARM-member advertisers and advertising
agencies have an economic motivation to agree to enforce the adherence of digital media and social
media platforms to the GARM Brand Safety Standards.
54.

The agreement by and among GARM-member advertisers and advertising agencies

to adopt, implement, and enforce the Brand Safety Standards is set forth in GARM’s documents.
GARM articulates participation in this conspiracy as a requirement of membership on a page titled“GARM: Frequently Asked Questions,” which provides in relevant part:Who can join GARM?
Any advertiser, media agency, and media platform can join GARM
provided they are willing to align with our charter, which calls foruncommon collaboration in confronting this challenge. Member
organizations also agree to adopt GARM solutions to improvebusiness operations. Membership currently includes more than 60
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Page 17 of 44 PageID 17of the world’s biggest advertisers, all six major agency holding
companies, seven industry groups, and 10 media platforms.
55.

The GARM FAQ plainly requires GARM-member advertisers and advertising

agencies to adopt and implement the GARM Brand Safety Standards in their own business
operations.

The GARM Brand Safety Standards are “GARM solutions” that “[m]ember

organizations also agree to adopt . . . to improve business operations.”
56.

The GARM FAQ also plainly requires that GARM-member advertisers andadvertising agencies adopt and implement the GARM Brand Safety Standards in their business
operations with third parties. Specifically, another section of the FAQ specifies the “commitment”
GARM requires from its members, a “commitment” that includes an “agreement to adopt andimplement [GARM] solutions both internally and where working with partners.” Thus, by theplain language of the FAQ document, the Brand Safety Standards are intended to, and do, govern
the commercial conduct of GARM-member advertisers and advertising agencies, who commit to
implementing those Standards in their purchases of advertising from digital media and social
media platforms.
57.

The same FAQ document also provides that the required “commitment” of GARM

members to “adopt and implement [GARM] solutions both internally and where working withpartners” is not limited to unilateral conduct but may also involve collective action among GARM
members. Specifically, by requiring members to “align with our charter” and to the “uncommon
collaboration” called for by that Charter to promote GARM’s goals, GARM, in the FAQ
document, contemplates the collective action of its advertising and advertising agency members
in enforcing adherence to the GARM Brand Safety Standards, including in their commercial
transactions with digital media and social media platforms.

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The collective action to enforce the GARM Brand Safety Standards contemplated

by GARM in the FAQ and in the GARM Charter involves the collective exercise of market power
to promote through GARM the economic interests of GARM’s advertiser members. As alleged
above, GARM’s Charter recognizes the “collective power” of GARM’s advertiser members, andGARM defines “uncommon collaboration” as competitors setting aside unilateral interests—inRakowitz’s words, “putting aside competitive concerns”—to achieve common goals. Thus, read
together, the GARM FAQ and GARM Charter memorialize a conscious commitment to a common
scheme among GARM-member advertisers and advertising agencies to enforce theimplementation of the GARM Brand Safety Standards by digital media and social media
platforms, including through the collective exercise of market power in their commercial
transactions with those platforms.
59.

The agreement by and among GARM’s advertiser and advertising agency members

to adopt, implement, and enforce the Brand Safety Standards is memorialized in a number of
GARM documents other than the FAQ and the Charter.

For example, in a new member

application, GARM explained that members must “agree to work with industry partners andcategory peers in a collaborative, non-competitive way, actively support GARM’s charter, andagreement [sic] to make commensurate changes to business operations in pursuit of GARM’sgoals.”
60.

The agreement by and among GARM’s advertiser and advertising agency members

to adopt, implement, and enforce the Brand Safety Standards is also memorialized in the Brand
Safety Floor and Suitability Framework, which provides that “Individual GARM members will
adopt these shared principles in their operations, whether they are a marketer, agency, or media
platform.” The Brand Safety Floor and Suitability Framework provides that advertising agencies
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Page 19 of 44 PageID 19“will leverage the framework to guide how they invest with platforms at the agency-wide level
and at the individual campaign level.” The Brand Safety Floor and Suitability Framework provides
that “marketers,” or brand advertisers, “will use the definitions to set brand risk and suitability
standards for corporate, brand and campaign levels.”
61.

The agreement by and among GARM’s advertiser and advertising agency members

to adopt, implement, and enforce the GARM Brand Safety Standards requires those advertisers
and advertising agencies to limit or discontinue their purchases of advertising from digital media
and social media platforms not compliant with the Brand Safety Standards.
62.

GARM member CVS Health manifested its assent to the agreement by and among

GARM’s advertiser members to adopt, implement, and enforce the Brand Safety Standards bypublicly incorporating the GARM Brand Safety Floor into its policies governing its purchase of
paid advertising.

Pursuant to its agreements with GARM, and as confirmed by its publicstatements, CVS will not purchase advertising from digital media and social media platforms that
do not adhere to the GARM Brand Safety Standards.
63.

Other GARM member advertisers have similarly manifested the agreement by andamong GARM’s advertiser members to adopt, implement, and enforce the Brand Safety Standards,
sometimes by stating publicly that they adhere to the GARM Brand Safety Standards in theirpurchase of digital advertising and endeavor to make no more than one percent of their advertisingpurchases in connection with content falling below the GARM Brand Safety Floor.
64.

Unilever, as well as other GARM members, have told X that X’s compliance with

GARM’s Brand Safety Standards and full participation in GARM’s internal processes areconditions precedent to the purchase of digital advertising from X by those advertisers.

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GARM-member advertisers and advertising agencies enforce the implementationof the Brand Safety Standards by digital media and social media platforms in multiple ways,
including by exchanging information with and through GARM (i) about the implementation of theBrand Safety Standards by those platforms and (ii) about actual or potential deviations from thoseStandards by those platforms. GARM members will, from time to time, bring suspected deviations
from the Brand Safety Standards by digital media and social media platforms to the attention of
GARM, which in turn will investigate those concerns and whether a platform is adhering to theBrand Safety Standards.
66.

Another way in which GARM-member advertisers and advertising agencies

enforce the Brand Safety Standards is through advertising boycotts of digital media and social
media platforms deemed by GARM not to be complying with the Brand Safety Standards. For
example, GARM members, including Unilever, Mars, and CVS Health, boycotted Facebook,
Instagram, and Twitter in 2020 with the goal of forcing them to adhere to the Brand Safety
Standards. WFA facilitated this boycott by surveying WFA members about their willingness toboycott these social media platforms and disseminating the results of this survey to its members.
This boycott ended once Meta and Twitter agreed in discussions with the GARM Steer Team andwith Unilever U.S. to adhere to the Brand Safety Standards.
67.

GARM-member advertisers and advertising agencies commonly look to GARM todetermine the compliance of a digital or social media platform with the GARM Brand Safety
Standards and will reduce or discontinue their purchases of advertising from media platforms
deemed by GARM not to be complying with the Brand Safety Standards.
68.

GARM will, from time to time, in communications with digital media and social

media platforms, threaten to communicate to its advertiser and advertising agency members that
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the media platform is not complying with the Brand Safety Standards. Pursuant to the agreementof GARM-member advertisers and advertising agencies to adopt, implement, and enforce theBrand Safety Standards, the natural, foreseeable, and intended effect of a communication by
GARM that a digital media or social media platform is not adhering to the Brand Safety Standards
is to induce a boycott of that platform by GARM-member advertisers and advertising agencies.
69.

GARM members will, on occasion, contact GARM to learn GARM’s views as tothe adherence of digital media and social media platforms with the GARM Brand Safety Standards
and whether GARM-member advertisers and advertising agencies will be boycotting media
platforms not adhering to the Brand Safety Standards. For example, Coca-Cola contacted GARM
on February 17, 2022, seeking information about a possible boycott of Spotify for failure to adhere
to the Brand Safety Standards. A Coca-Cola executive wrote:
Specifically I am wondering if anyone has said that they areboycotting Spotify from an advertising perspective. I know that
Spotify have recently joined GARM but also aware that they havenot published anything around compliance to their policies. It
would be great to hear anything you have heard from otheradvertisers, although I appreciate you might not be able to say which
advertisers have made the comments.
See Exhibit B at HJC-WFA-GARM-000025817. Rakowitz responded by proffering GARM’sviews as to Spotify’s adherence to the Brand Safety Standards, as well as other information
redacted in the version of the email available to Plaintiff. Rakowitz did not, in the unredacted
portion of this email, disclaim an interest in facilitating or profess an unwillingness to facilitate aboycott of Spotify. Id. The Coca-Cola executive responded by reiterating his request for
information about the intentions of other GARM members: “Interested to hear if you have had any
members raise concerns with you.” Id. at HJC-WFA-GARM-000025816.

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GARM will, on occasion, publish its views on the adherence of digital media andsocial media platforms with the GARM Brand Safety Standards. These statements are made after
GARM learns of concerns with the adherence of a digital media or social media platform and after
consultation with the GARM Steer Team and the CEO of WFA. Rakowitz has explained that thesestatements are made publicly “to reflect advertiser concerns. It’s to reflect industry best practices.
It’s to reflect on our work.” The purpose of these public statements by GARM is to trigger aboycott of those platforms by GARM-member advertisers and advertising agencies by apprising
GARM members of GARM’s concerns with respect to a platform’s adherence to the Brand Safety
Standards.
71.

For example, after being contacted by Coca-Cola on February 17, 2022, about“possibly boycotting Spotify,” Rakowitz wrote to Spotify on February 22, 2022, demanding ameeting between Spotify executives and GARM, including the Steer Team. If Spotify did not givein to GARM’s demands, Rakowitz threatened to publicly convey GARM’s views that Spotify was
not adhering to the GARM Brand Safety Standards, which would—pursuant to GARM’s rules—
trigger a boycott of Spotify by GARM-member advertisers and advertising agencies, just as CocaCola had suggested to Rakowitz five days earlier. Rakowitz wrote to Spotify:
Im [sic] sorry but this isn’t working.
We are gravely concerned about the lack of fundamental policies
and decision making at your platform.
This is a statement backed by the Steer Team - which you will recall
functions as a board of directors and brings together P&G, Unilever,Mars, Diageo, 4As, GroupM, ISBA, ANA[.]
I’m a little disappointed by the lack of seriousness this meeting isbeing handled with – we’ve held back on press commentary on thisincident out of deference.

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I’d really like to understand the hold up in securing a root to top witha holistic team covering trust and safety, revenue, etc.
If we’re unable to connect and discuss the issues we’ll only be able
to comment with what we’re able to glean.
Exhibit C at HJC-WFA-GARM-000017651–52. Rakowitz forwarded this email to a GARM
Steer Team member, writing: “Throttled.” Id. at HJC-WFA-GARM-000017651.
The 2022 Boycott of Twitter
72.

Many digital media and social media platforms are free to use for consumers andrely on revenue derived from advertising for profitable operation. In 2022, WFA knew that Twitterwas vulnerable to an advertiser boycott by GARM-member advertisers and advertising agencies,
as public reports indicated that ninety percent of Twitter’s revenue was derived from advertising.
73.

On April 4, 2022, Elon Musk publicly disclosed that he had become Twitter’s

largest shareholder. On April 24, 2022, Twitter and Musk announced that they had reached anagreement for a Musk-led shareholder group’s purchase of Twitter in a transaction that ultimately
closed on October 27, 2022.
74.

WFA was concerned that Musk’s acquisition of Twitter could mark a change inTwitter’s implementation of and adherence to the GARM Brand Safety Standards.
75.

WFA organized an advertiser boycott of Twitter through GARM, with the goal of

coercing Twitter to comply with the GARM Brand Safety Standards to the satisfaction of GARM.
The terms of the boycott agreement were that Twitter must implement and adhere to GARM’sBrand Safety Standards to the satisfaction of GARM as a condition of WFA members purchasing
advertising from Twitter. These terms were communicated publicly by WFA and GARM and bymembers of WFA and GARM. These public communications of the terms on which advertisers
would purchase advertising from Twitter served as a focal point for the organization of the boycott.
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The terms of the agreement to boycott Twitter were also discussed privately among WFA
members, including communications organized and facilitated through GARM.
76.

Following the playbook established earlier in 2022 regarding a possible boycott of

Spotify, WFA triggered the boycott of Twitter through public statements of its concerns with
Twitter’s continued compliance with the GARM Brand Safety Standards. These statements werecleared by the GARM Steer Team, including Defendants Unilever PLC and Mars.

Thesestatements were intended to, and did, communicate the collective views of Defendants and othercompeting advertisers, speaking through WFA, about Twitter’s adherence to the Brand Safety
Standards, a statement that in turn would—pursuant to GARM’s rules—implicate the advertisingpurchasing decisions of GARM-member advertisers and advertising agencies and trigger a boycottof Twitter.
77.

WFA issued a public letter to Musk on October 31, 2022, captioned “GARM callson Twitter to uphold existing commitments on brand safety and deepen future collaboration.” Theletter stated that:
The Global Alliance for Responsible Media (GARM) is anadvertiser-led cross-industry effort to remove harmful content fromad-supported digital media, in the interest of protecting consumers
and safeguarding advertiser rights on supporting suitable media
content.
Twitter has been a member since the organization was brought
together by advertisers in June 2019 and has been a partner withGARM in developing industry standards and applying them to its
platform.
Effectively removing harmful content from ad-supported media is achallenging endeavor that requires consistent support, investment
and innovation.
Brand safety is non-negotiable for advertisers. The industry hascome a long way in developing industry standards that drive24Case 7:24-cv-00114-O Document 1 Filed 08/06/24

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increased transparency and control in the interests of consumer
safety.
Despite the transition in ownership, we expect Twitter to uphold its
previous commitments to GARM and continue to engage with
GARM. We are monitoring Twitter’s actions, such as setting up acontent moderation review panel, and assessing their design,
governance, and potential to improve implementation of digital
media safety best practice. We will share these views withmembers, as we have with previous events.
GARM members will continue to leverage such insights as part oftheir own independent assessments and decision-making processes.
78.

That same day, Rakowitz posted on Twitter, addressing Musk. The post wascaptioned: “A statement from GARM and [WFA] … on our work on #brandsafety – we must have
Twitter uphold existing agreements and deepen future collaboration – the stakes are simply too
high.” The statement said, in relevant part, that:
A new industry-defining standard can be set here, and we’re eagerly
awaiting to see how Twitter can uniquely answer this. Platforms
should be safe for all, and suitable for advertisers. For advertisers
this is non-negotiable – and we expect Twitter to uphold its
commitments to GARM.
Rakowitz signed the statement as “Rob on behalf of the Global Alliance for Responsible Media.”79.

Musk responded the same day, posting in response to Rakowitz that “Twitter’scommitment to brand safety remains unchanged.”
80.

The purpose and effect of the two public statements made by WFA and GARM on

October 31, 2022, were to communicate proposed terms of coordination to competing advertisers.
These were written plans for a conspiracy promulgated through the collective action of competing
advertisers. Both communications conveyed that GARM had promulgated the Brand Safety
Standards; that advertisers collectively desired Twitter to adhere to those Brand Safety Standards
to promote the economic interests of the advertisers; that this demand was “non-negotiable”; that25

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WFA and GARM expected Twitter to commit to implementation and adherence to the Brand
Safety Standards; and that advertisers would be collectively awaiting evidence of Twitter’s
implementation and adherence to the Brand Safety Standards, as determined by GARM, as part oftheir decision whether to purchase advertising from Twitter.
81.

The description of the advertisers’ requirement that Twitter be in compliance with

the GARM Brand Safety Standards in WFA’s two communications of October 31, 2022, as “nonnegotiable” was a reference to the preexisting agreement among and between GARM-member
advertisers and advertising agencies to adopt, implement, and enforce the GARM Brand Safety
Standards, if necessary by a boycott of Twitter.
82.

WFA’s statement in its October 31, 2022, communication that it would “share theseviews with members” who would “leverage such insights as part of their own independent
assessments and decision-making processes” conveyed to WFA members that WFA would, acting
through GARM, make a recommendation relating to future advertising purchases from Twitter,and that members would consider this recommendation in deciding whether to purchaseadvertising from Twitter. WFA’s reference to following this course of action “as we have donewith previous events” was a reference to the earlier 2020 boycott of Twitter and other social media
platforms facilitated by and through WFA, as well as other instances of the collective exercise of
market power by advertisers and advertising agencies through GARM.
83.

WFA’s October 31, 2022, statements were made publicly, rather than privately, toTwitter to serve as a focal point for the coordination of a group boycott of Twitter. There was no
purpose served by the public dissemination of the terms of coordination other than to facilitatecollusion by creating common knowledge among WFA’s members about the criteria that all of the
WFA-member advertisers would be applying in deciding whether to deal with Twitter. By
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pointedly announcing the same criteria in two communications on the same day, WFA had laid
the framework for the boycott that followed. By making those announcements public, WFA
ensured not only that every WFA member knew the terms on which WFA proposed to boycott
Twitter, but also that every WFA member knew that every other WFA member knew the terms on
which WFA proposed to boycott Twitter.
84.

Economic theory in the field of industrial organization has identified this type ofcommunication among competitors—the communication of focal points identifying the terms ofcollusion—as conducive to the formation and implementation of collusive agreements. WFA
intended to facilitate a boycott of Twitter through its communications on October 31, 2022.
85.

The advertising agency members of GARM quickly followed the October 31, 2022,

WFA communications with announcements of their own, recommending to their clients that theysuspend paid advertising on Twitter. On or about November 1, 2022, GARM member InterpublicGroup, one of the “Big Six” advertising agency holding companies, recommended that clients of
its IPG Media Brands agencies suspend all paid advertising on Twitter for at least a week. On or
about November 1, 2022, GARM member Havas, one of the “Big Six” advertising agency holding
companies, recommended that clients suspend paid advertising on Twitter. Sometime between
November 2 and November 7, 2022, GARM member Dentsu, one of the “Big Six” advertising
agency holding companies, recommended that clients suspend paid advertising on Twitter. No
later than November 11, 2022, GARM member Omnicom Media Group, one of the “Big Six”
advertising agency holding companies, recommended that its clients “pause activity on Twitter inthe short term.” No later than November 14, 2022, GARM member GroupM, a component of oneof the “Big Six” advertising agency holding companies and a member of the GARM Steer Team,announced that it viewed advertising on Twitter to be “high risk,” a recommendation to its clients
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not to advertise on Twitter. No later than December 13, 2022, GARM member Publicis, one of
the “Big Six” advertising agency holding companies, recommended that clients suspend paid
advertising on Twitter.
86.

The recommendations of the GARM-member advertising agencies to their clientsto refrain from advertising on Twitter were widely followed. Many of Twitter’s largest advertisers
discontinued or curtailed their purchases of advertising from Twitter.
87.

On November 3, 2022, Musk met with representatives of more than 100 advertisers

and advertising agencies to assure them of his intent and plans to keep Twitter attractive toadvertisers.
88.

In November 2022, GARM membership discussed an assessment developed by the

GARM Steer Team of Twitter’s implementation of GARM’s Brand Safety Standards. The
assessment developed by the GARM Steer Team noted “Brand Safety Concerns” with Twitter’s“Adherence to GARM Standards.”
89.

Between November 7 and November 14, 2022, the GARM Steer Team conducteda survey, described as a “WFA-GARM Benchmark Survey,” of WFA members and GARM
members, including both advertisers and advertising agencies. The survey sought information
relating to the plans that these competing advertisers had with respect to purchasing advertisingfrom Twitter in light of Musk’s acquisition of the company. The purpose and effect of the survey
was to facilitate a boycott of Twitter by gathering and then disseminating information about thewillingness of competing advertisers to boycott Twitter, as WFA had previously done with asurvey conducted in connection with the 2020 boycott of Twitter and other social media platforms.
One hundred eighteen advertisers and advertising agencies that were members of WFA and28

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GARM responded to the WFA-GARM Benchmark Survey. Rakowitz shared the results of thesurvey with members of the WFA Executive Committee and widely among GARM members.
90.

On November 4, 2022, GARM member Ørsted contacted Rakowitz seeking

guidance as to GARM’s views of Twitter’s compliance with the GARM Brand Safety Standard
and of an advertiser boycott of Twitter. Ørsted’s November 4, 2022, email stated:
I’m reaching out to you to ask you if it’s possible to arrange ameeting and hear more about your perspectives about the Twitter
situation and a possible boycott from many companies.
As you know we have a lot of focus on responsible marketing and
we are about to make a recommendation to management about
actions and when we need to consider whether we should continue
promotion on the platform or find alternatives. It is an important
platform for us in the US market and it will have an impact that weneed to asses[s] and outline.
Is this something you can help us with by setting up a meeting
Wednesday next week to hear your perspectives and advise?
See Exhibit D at HJC-WFA-GARM-000051210–11.
91.

In seeking GARM’s “perspectives on the Twitter situation and a possible boycott

from many companies” in deciding whether to continue purchasing advertising from Twitter,Ørsted was following the plan described in WFA’s October 31, 2022, communication, which
contemplated that WFA would share its views with members about Twitter’s adherence to the
GARM Brand Safety Standards and that advertisers would use that information in deciding
whether to continue purchasing advertising from Twitter.
92.

Ørsted was also seeking GARM’s recommendation on participation in a boycott ofTwitter pursuant to Ørsted’s preexisting agreement as a GARM-member advertiser to adopt,
implement, and enforce the GARM Brand Safety Standards and to consider, in purchasing

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advertising, the compliance of digital media and social media platforms with those standards asdetermined by GARM.
93.

Ørsted was willing to follow GARM’s recommendation even though Twitter was“an important platform for [Ørsted] in the US market.” See Exhibit D at HJC-WFA-GARM000051211. Because Twitter was “an important platform for [Ørsted] in the US market,” before
reducing its purchases of advertising, Ørsted sought assurances from GARM that other GARM
members would be doing the same.
94.

On November 7, 2022, Ørsted wrote again: “I haven’t heard from Rob and theTwitter issue is critical to us. Would you be able to help us and set up a meeting where we canlearn more?” See Exhibit D at HJC-WFA-GARM-000051210.
95.

A WFA employee other than Rakowitz responded the same day, writing:I hope you’re doing well. While I don’t manage Rob’s calendar, I
can certainly nudge him to see when he is available. I assume he iswaiting to get back to you as I’ve just sent out a survey to some ofour members to gauge their perceptions on the issue. We will havethe results from that survey by EoW, have been in constant contact
with Twitter and plan to meet with Elon in the coming weeks.
Would it make sense to schedule something next week after thesurvey results come in?

See Exhibit D at HJC-WFA-GARM-000051210. The WFA employee did not, in this email,disclaim an interest in or profess an unwillingness to facilitate a boycott of Twitter. In responding
to Ørsted’s request for GARM’s “perspectives on the Twitter situation and a possible boycott frommany companies,” the WFA employee described the WFA-GARM Benchmark Survey as “asurvey to some of our members to gauge their perceptions on this issue.” Id.
96.

Ørsted responded on November 8, 2022, writing:
It sounds good with [t]he survey and the talk with Twitter and Elon
Musk.
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We would very much like to know more as soon as you have theresults. When do you expect to have it? Do you think Tuesday next
week is realistic to share the results and your recommendations?
Do you have a description on the situation that you can share?
See Exhibit D at HJC-WFA-GARM-000051209. Once again, Ørsted was seeking GARM’s“recommendation” with respect to Ørsted continuing to purchase advertising from Twitter. In thiscommunication, Ørsted identified the results of the WFA-GARM Benchmark Survey as animportant piece of information that it desired to obtain and use in deciding whether to continue
purchasing advertising from Twitter.
97.

Ørsted wrote again to Rakowitz on November 14, 2022:
We are following the conversation and communication about theTwitter situation very closely. It seems like some agencies are now
starting to recommend their clients to pause all advertising on theplatform.
We would like to make a situation/complication/resolution
presentation to top management based on your recommendations.
Do you know when you have more info from the survey you sentout last week - and can we arrange a meeting one of the coming days
where you share your reflections and results?

See Exhibit D at HJC-WFA-GARM-000051209. Once again, Ørsted was seeking GARM’s“recommendations” with respect to Ørsted continuing to purchase advertising from Twitter. Onceagain, Ørsted identified the results of the WFA-GARM Benchmark Survey as an important pieceof information that it desired to obtain and use in deciding whether to continue purchasing
advertising from Twitter.
98.

In reply, a WFA employee offered to speak with Ørsted on November 17, 2022.

See Exhibit D at HJC-WFA-GARM-000051209. The WFA employee did not in this email
disclaim an interest in, or profess an unwillingness to facilitate, a boycott of Twitter or deny thatGARM had made or would be making a recommendation as to participation in such a boycott.
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99.

Page 32 of 44 PageID 32Ørsted wrote again to Rakowitz on December 2, 2022:
I know you had planned to have a meeting yesterday with ElonMusk. Is it possible to arrange a meeting next week to learn more
about how the conversation went and how you see the situation now
and expectations going forward?

See Exhibit D at HJC-WFA-GARM-000051208. Rakowitz responded: “This is likely to come up
and be discussed in the Community Call on Thursday next week. Can we discuss then and there?”Id. GARM’s Community Calls are monthly events with a scheduled duration of ninety minutes.
Participation in Community Calls is an expectation for GARM members, and the events are widelyattended by senior executives of GARM-member advertisers and advertising agencies. Ørsted
wrote again on December 7, 2022, seeking confirmation that Rakowitz would indeed be discussingthese topics in the upcoming Community Call, and Rakowitz confirmed that was indeed the case.
See Exhibit D at HJC-WFA-GARM-000051207–08.
100.

A document prepared by GARM for the WFA Executive Committee on November

28, 2022, related to an upcoming meeting among WFA Executive Committee members, GARM
Steer Team members, and Musk and others from Twitter. The document stated that WFA
Executive Committee members and GARM Steer Team members would be prepared to “ask some
prepared and pointed questions” on a number of topics, including “The role of advertising in
Twitter’s future” and “The plan to close the gap on slipping standards on controlling harmful
content, reporting delays, changes in monetized users, [sic].”
101.

In advance of a December 1, 2022, meeting with Musk and other Twitter

executives, WFA prepared to expel Twitter from GARM if its demands were not met in a
timeframe acceptable to GARM. Rakowitz opined that taking a firm stance with Twitter byexpelling Twitter from GARM for non-compliance with the GARM Brand Safety Standards would32

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send a desirable message to other digital media and social media platforms. In preparing for the
meeting, Rakowitz outlined his proposed requirements for Twitter to remain a member of GARM:
1. Responsiveness to requests within a reasonable amount of time
[72 business hours]
2. Demonstrable support of the GARM Brand Safety Floor globally
inclusive of policies and tools
3. Regular participation in GARM Working Groups relevant tomember organization type102.

At the December 1, 2022, meeting with GARM and WFA, Twitter agreed to takecertain steps to adhere to the GARM Brand Safety Standards. While some members of the GARM
Steer Team were pleased with the concessions made by Twitter, other members of the Steer Team,
including Unilever, were not. In a December 3, 2022, communication about the press release to
be issued regarding the December 1 meeting, Rakowitz explained that:
Separately, I connected with the 4As and GroupM yesterday –they’re pleased with the concessions - especially the social listening- since that proves/disproves the safety of the platform. UL will nottrust until they see the data and have said they have issues withovertly partisan takes (e.g., Hunter Biden laptop expose.)103.

On December 5, 2022, WFA issued a statement about its discussions with Musk.

The statement was titled “WFA and GARM meet Musk to discuss brand safety” and announced:
On December 1st, the WFA Executive Committee met with
Twitter’s new leadership team to discuss Twitter’s commitments tobrand safety and the Global Alliance for Responsible Media(GARM), which Twitter reinforced.
WFA held this meeting to discuss advertiser concerns on theplatform under Chatham House Rules. The conversation focused on
Twitter’s continued commitments to GARM around common
definitions, common measures, common tools and independent
verification.
Twitter’s leadership was engaged and committed to working withGARM to document brand safety measures currently in place and33

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develop a roadmap for future improvements, on an accelerated but
mutually agreed timeframe.
The GARM Steer Team will work with Twitter and make thisroadmap for improved brand safety measures public in due course.
WFA’s promise to share publicly a plan for bringing Twitter into compliance with the GARM
Brand Safety Standards was intended to and did provide a roadmap for the advertisers andadvertising agencies boycotting Twitter to understand the terms on which the boycott would
continue and, upon GARM’s permission, might someday end.
104.

On or about December 8, 2022, GARM members convened for their monthly

Community Call, which was widely attended by senior executives of GARM-member advertisers
and advertising agencies. According to GARM, on this call, there was “extensive debriefing anddiscussion around Elon Musks’ [sic] takeover of Twitter,” as well as a discussion of thecommitments Twitter had made to comply with the GARM Brand Safety Standards, the results of
the WFA-GARM Benchmark Survey of GARM-member advertisers and advertising agencies, and
GARM’s expectations of Twitter going forward.
105.

On December 19, 2022, WFA issued a statement about its discussions with Musk.

The statement was titled, “Twitter announces its acceleration agenda with GARM to answer brandsafety needs,” and provided a summary of steps Twitter had agreed to take to implement andadhere to the GARM Brand Safety Standards. The statement noted: “Twitter are [sic] alreadyworking against these mechanisms, many of which were shared with the GARM Community in
its December Community Call.”106.

In seeking to become GARM members and to demonstrate to advertisers theiradherence to the Brand Safety Standards, other sellers of digital advertising referenced GARM’sactions against Twitter and their perception that GARM and its members had deemed Twitter not34

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to be complying with the GARM Brand Safety Standards and taken disciplinary action against it.
For example, Quizlet—a digital platform and advertising seller—emailed GARM on November
22, 2022, asking in part: “Is there a way for Quizlet Ads to become ‘approved’ or ‘certified’ by
GARM? I found the framework online, is there a way for publishers to use the framework to showthat they are following the GARM standards?” In a subsequent email, Quizlet referred expressly
to GARM’s action against Twitter: “Other than the Twitter statement that was released a few
weeks ago, are there others [sic] cases where GARM took any kind of action against a company
that has claimed to be in line with GARM standards?”
107.

GARM internally discussed the connection between its conduct and the advertiser

boycott of Twitter, as well as delighting in the enormous harm that its boycott had already caused.
While editing a February 2023 draft of an email to TikTok regarding brand safety issues, Rakowitz
wrote: “I’d like to point out that nowhere in this email is the ‘you may recognize my name frombeing the idiot who challenged Musk on brand safety issues. Since then they are 80% below
revenue forecasts.’” See Exhibit E at HJC-WFA-GARM-000030997. Rakowitz appended a formof smiley-face emoji to the end of this message. Id.
108.

On March 13, 2023, Ørsted wrote to WFA employees, including Rakowitz:
Since the news about Elon Musk acquiring Twitter, we chose to takeoff all of our paid advertisement on the platform due to brand safetyconcerns. This was decided in Q4 2022. Now, some time has
passed, and I am curious to know what you would advise us to do.
And what are other global advertisers doing - have they come backto the platform, or are they still off?

See Exhibit F at HJC-WFA-GARM-000026945.
109.

Nine days later, the House Judiciary Committee contacted GARM in connection

with the Committee’s investigation of GARM.

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110.

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Now aware that its activities had attracted interest from the House Judiciary

Committee, WFA did not respond to Ørsted’s March 13, 2023, email. On April 14, 2023, Ørsted
wrote to Rakowitz and others at WFA:
Hi again
Can you please advise me on the latest updates regarding Twitter?
Or perhaps you have a place where I can read more about yourperspective on Twitter as a platform after Elon Musk’s acquisition?
Based on your recommendations, we have stopped all paid
advertisement, because the platform was rather unsafe due to Elon
Musk’s decision of firing a lot of ressources [sic] etc, and therefore
little control over the content on the platform. But its [sic] an
important platform for us to reach our audience, so we would like toconsider going back, we just need to know whether or not theplatform is safe.
Thanks!
See Exhibit F at HJC-WFA-GARM-000026944.
111.

Rakowitz, now conscious of the Committee’s investigation, responded to Ørsted

four days later, on April 18, 2024, falsely denying that WFA or GARM had made any
recommendation with respect to advertising on Twitter. See Exhibit F at HJC-WFA-GARM000026943–44.
Implementation and Effect of the Boycott112.

As desired and intended by the conspirators, shortly after Twitter’s merger with the

Musk-controlled entities, a substantial portion of Twitter’s existing advertising customers,
including both GARM-member advertisers and advertising agencies, as well as advertisers who
were clients of GARM-member advertising agencies, abruptly discontinued or sharply curtailed
their purchases of advertising from Twitter.

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113.

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Between November 2022 and December 2022, at least eighteen GARM-member

advertisers, including Defendants Ørsted, CVS Health, Unilever U.S., and Mars, stopped
purchasing advertising from Twitter either in the United States or worldwide. Of the remaining
GARM-member advertisers that had been purchasing advertising from Twitter in October 2022,
dozens more substantially reduced their purchases of advertising from Twitter (and then X) overthe course of 2023, in many instances by over 70 percent. Mars, Ørsted, Unilever U.S., CVS
Health, and the other GARM-member advertisers discontinued or curtailed their purchases ofadvertising knowing as a result of communications facilitated by and through WFA that other
GARM-member advertisers and advertising agencies would do the same.
114.

Defendants Mars, Ørsted, Unilever U.S., and CVS Health and other GARM-

member advertisers acted in parallel to discontinue their purchases of advertising from Twitter, ina marked departure from their prior pattern of purchases. Mars purchased no advertising fromTwitter (or X) in the United States, and only a de minimis amount outside the United States, after
October 2022. Ørsted purchased no advertising from Twitter (or X) after November 2022.
Unilever U.S. purchased no more than de minimis amounts of advertising from Twitter (or X) in
the United States after December 2022. CVS Health sharply cut its purchases of advertising fromTwitter in November 2022, cut them again in December 2022, and purchased no advertising fromTwitter (or X) after December 2022. Fourteen or more other GARM-member advertisers that
stopped purchasing advertising from Twitter between November 2022 and December 2022
similarly purchased no further advertising from Twitter (or X) afterwards.
115.

The boycott of Twitter (and now X) through GARM continues to the present day

despite the fact that X’s brand safety practices meet or exceed those specified by the GARM Brand
Safety Standards. More than 99 percent of X’s measured ad placement in 2023 and 2024 appeared37Case 7:24-cv-00114-O Document 1 Filed 08/06/24

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adjacent to content scored above the GARM Brand Safety Floor, in line with industry standards.
X offers robust functionality to give advertisers control over where their advertisements appear on
X’s platform. This allows advertisers to ensure their ads are not served alongside content that
doesn’t align with their brand’s message and values. However, GARM has not, to Plaintiff’s
knowledge, rescinded its recommendation to GARM-member advertisers and advertising agencies
to refrain from purchasing advertising from Twitter, now X.
116.

The advertising boycott of Twitter (and now X) is contrary to the economic self-interest of the boycotting advertisers, absent the conduct challenged herein. Due to the boycott ofTwitter, prices charged by Twitter for advertising declined substantially beginning in November
2022 and remain well below those charged by X’s closest competitors in the social media
advertising market. By refraining from purchasing advertising from X, boycotting advertisers areforgoing a valuable opportunity to purchase low-priced advertising inventory on a platform withbrand safety that meets or exceeds industry standards.
117.

Instead, as a result of their agreement to boycott Twitter (and now X), GARM-

member advertisers and advertising agencies are paying prices above competitive levels foradvertising inventory purchased from social media platforms deemed by GARM to be adhering to
the GARM Brand Safety Standards. Because digital advertising on social media platforms is a
product without close economic substitutes, the boycott of Twitter predictably caused GARMmember advertisers and advertising agencies to shift their advertising purchases to other social
media platforms rather than to other sellers of advertising. These other social media platforms do
not need to lower the price at which they offer to sell advertising to match the low prices offeredby Twitter (and now X) because these other social media platforms are all GARM members andknow that GARM-member advertisers and advertising agencies have agreed not to purchase38

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advertising from Twitter (and now X), eliminating the need for these other social media platforms
to compete with Twitter (and now X) in the sale of advertising to GARM-member advertisers andadvertising agencies.
Relevant Markets and Market Power118.

The relevant product market in which to assess the conduct of Defendants and theirco-conspirators alleged herein is the market for digital advertising on social media platforms. X
is a seller in the relevant product market, and the Defendants and their co-conspirators arepurchasers in the relevant product market. Digital advertising sold by social media platforms has
distinct characteristics that differentiate it from digital advertising sold by other types of digitalplatforms, including search advertising, and from offline print, radio, and broadcast advertising.
119.

Digital advertising is differentiated from offline “traditional” media due to theability of advertisers to use data to target specific audiences online.
120.

Digital advertising consists of display and search advertising. Display advertisingrefers to the display of advertisements—in the form of images, text, or videos—on websites orapps when a user visits or uses them. Search advertising is a form of digital advertising that isshown to a person when he or she enters a specific search term in an online search engine, like
Google or Bing.
121.

Display and search advertising are not substitutable because they perform different

roles in the sales process. Search advertising is intent-based—designed to encourage consumers
who have already shown interest in buying the product to make a purchase—whereas display
advertising is suitable for raising brand awareness and reaching new audiences that might not yet
have shown interest. Additionally, search advertising is text-based and, therefore, provides limited

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space for the client’s creative message, while display advertising can be used for imagery andvideo.
122.

Social media advertising is differentiated from other forms of digital display

advertising. Because social media platforms generally require users to create an account and allow
for users to interact with user and advertiser-generated content on the platform, advertisers onsocial media can target their advertisements to reach highly specific audiences in a way notpossible through other forms of digital display advertising. Social media advertising and otherforms of digital display advertising are sold through distinct distribution channels, with social
media platforms selling advertising inventory directly to advertisers and advertising agencies, andother forms of online display advertising inventory being sold through a complex ecosystem ofintermediaries not active in the sale of social media advertising.
123.

One relevant geographic market is the world. Social media platforms sell digitaladvertising inventory to advertisers located around the world, and social media platforms are
generally accessible worldwide.

The Defendants and their co-conspirators purchase digitaladvertising inventory from social media platforms worldwide. Another relevant geographic
market is the United States. Social media platforms sell digital advertising inventory for display
in specific markets, including in the United States. The Defendants and their co-conspirators
purchase digital advertising inventory for display in the United States.
124.

The Defendants and their co-conspirators have market power, called monopsony

power on the buy side, in the relevant market, controlling ninety percent or more of spending in
the relevant market.
125.

X has suffered injury and damages from the boycott alleged herein. Competitionin the market for digital advertising on social media platforms has been restrained by the boycott.
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The boycott had and continues to have its natural and intended effect on X’s business operations.
Existing advertising customers ceased or curtailed their purchases of advertising from X, and newcustomers were deterred or restrained from purchasing from X, leading to lost revenue and profit
for X and diminishing its equity value and goodwill. The majority of X’s advertising revenue
today comes from small- and medium-sized businesses that are not GARM members or clients of
GARM-member advertising agencies. As demand for advertising on X has declined as a result of
the boycott, the price X’s remaining advertisers are willing to pay has declined as well.
126.

As a result of the boycott, X became a less effective competitor to other social

media platforms in the sale of digital advertising and in competing for user engagement on its
platform. By sharply curtailing its revenues, the boycott has reduced X’s ability to invest in new
or improved functionality, thus harming the consumers who use X’s platform.
X’s Claims for Relief
Count One – Group Boycott (All Defendants)
127.

Plaintiff realleges Paragraphs 1–126 above.

128.

The conduct of Defendants and their co-conspirators alleged herein is a groupboycott in violation of Section 1 of the Sherman Act, 15 U.S.C. § 1. Defendants and their coconspirators agreed to boycott Twitter by withholding purchases of digital advertising fromTwitter.
129.

The conduct of Defendants and their co-conspirators alleged herein is per se illegal,or, in the alternative, illegal under the Rule of Reason or “quick look” analytical framework. There
are no procompetitive effects of the group boycott, which was not reasonably related to, or
reasonably necessary for, any procompetitive objectives of the GARM Brand Safety Standards.

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Alternatively, there are no procompetitive effects of the group boycott that outweigh its substantial
anticompetitive effects or that could not be achieved through less restrictive means.
130.

The conduct of Defendants and their co-conspirators has caused injury and damage

to X in the form of lost profits.
131.

The conduct of Defendants and their co-conspirators has caused injury and damage

to X in the form of diminished equity value and goodwill, diminishing the value of X as a going
concern.
Count Two – Information Exchange (All Defendants)
132.

Plaintiff realleges Paragraphs 1–126 above.

133.

The conduct alleged herein constitutes an unlawful agreement to exchange

competitively sensitive information among competing advertisers in violation of Section 1 of theSherman Act, 15 U.S.C. § 1. Defendants and their co-conspirators agreed to exchange information
relating to their willingness and intent to boycott Twitter by withholding purchases of digitaladvertising from Twitter.
134.

The conduct of the Defendants and their co-conspirators alleged herein is unlawful

under the Rule of Reason as facilitating a boycott of X. Through GARM, Defendants and theirco-conspirators exchanged, disseminated, and discussed non-public, forward-looking, andcompetitively-sensitive information relating to the intentions of competing advertisers with respect
to the purchase of digital advertising from Plaintiff. The information exchange had the likely andactual effect of making each competing advertiser’s decision to curtail the purchase of digitaladvertising from Plaintiff more likely and more profitable than would have otherwise been thecase. There were no procompetitive effects of the information exchange facilitated by and through
GARM, which was not reasonably related to, or reasonably necessary for, any procompetitive42

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objectives of the GARM Brand Safety Standards. Alternatively, there are no procompetitiveeffects of the information exchange that outweigh its substantial anticompetitive effects or that
could not be achieved through less restrictive means.
135.

The conduct of Defendants and their co-conspirators has caused injury and damage

to X in the form of lost profits.
136.

The conduct of Defendants and their co-conspirators has caused injury and damage

to X in the form of diminished equity value and goodwill, diminishing the value of X as a going
concern.
Prayer for Relief
Wherefore, Plaintiff respectfully prays for relief and judgment against Defendants asfollows:
a. That the Court enter an order declaring that Defendants’ actions, as set forth in thisComplaint, violate the law;b. That the Court hold Defendants jointly and severally liable for the injuries caused by eachone of them and their non-defendant co-conspirators and award Plaintiff actual damages inan amount to be determined at trial, such amount to be trebled as permitted by law;c. That the Court award Plaintiff pre- and post-judgment interest on any recovery;d. That the Court award Plaintiff its costs of suit, including reasonable attorneys’ fees andexpenses;e. That the Court award Plaintiff a permanent injunction under Section 16 of the Clayton Act,
enjoining Defendants from continuing to conspire with respect to the purchase ofadvertising from Plaintiff; andf. That the Court award such other relief as the Court may deem just and proper.
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Jury Trial Demand
Plaintiff hereby demands a trial by jury of all claims so triable in this lawsuit.
August 6, 2024

Respectfully submitted.
/s/ John C. Sullivan
John C. Sullivan
Texas Bar No. 24083920
john.sullivan@the-sl-lawfirm.com
Jace R. YarbroughTexas Bar No. 24110560
jace.yarbrough@the-sl-lawfirm.com
S|L LAW PLLC
610 Uptown Boulevard, Suite 2000
Cedar Hill, TX 75104(469) 523-1351 (phone)(469) 613-0891 (facsimile)
DHILLON LAW GROUP, INC.
Christopher G. Renner*
D.C. Bar No. 1025699
cgrenner@dhillonlaw.com(571) 430-2240 (voice and fax)
Jonathan M. Shaw*
Virginia Bar No. 98497
jshaw@dhillonlaw.com(703) 748-2266 (voice and fax)
Andrew K. Mann*
Virginia Bar No. 77021
akmann@dhillonlaw.com(571) 695-2677 (voice and fax)
2121 Eisenhower Avenue, Suite 608
Alexandria, VA 22314
Harmeet K. Dhillon*
California Bar No. 207873
harmeet@dhillonlaw.com(415) 433-1700 (voice and fax)
177 Post Street, Suite 700
San Francisco, CA 94108*pro hac vice motion forthcoming
Attorneys for Plaintiff X Corp.
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