🥊The plot to take over local news
About that Nexstar-Tegna merger…
You may notice we’re coming to you under a different banner this week. Moving forward, the artist formerly known as Counter Punch will be Upper Cut. New name, same determination to step into the ring swinging. Thanks for following along!
This week, we’ve got ideas for how to fight media consolidation and capitulation…
Bribing federal officials for merger approvals? 👎
Censorship and coercion <—> meet the First Amendment.
Tanking share prices to capitulate to authoritarians isn’t fiduciarily responsible.
But first, let’s talk about the brewing Nexstar-Tegna merger….
Control of news and media is a key pillar of authoritarian control. While Paramount’s potential acquisition of Warner Bros. Discovery has stolen the headlines, it buried another important merger story: FCC Chairman Brendan Carr’s support of the Nexstar-Tegna transaction. If approved, that merger would give Nexstar ownership of 265 stations in 44 states. That’s the bad news. The good news? Blue state AGs have the power to stop it.
Ownership of local news affiliates isn’t as sexy a story as one family controlling HBO Max, CBS, and CNN. But even in the era of cord-cutting, local news ownership influences what many Americans see and hear every day. Americans view their local news as more neutral and reliable. What happens to that trust when one entity (run by a Trump supporter) concentrates control over local stations across the country?
We already got a preview of what Nexstar can do with its influence. Remember in September, when Carr did his best Goodfellas impression, pressuring ABC to suspend Jimmy Kimmel after his comments about Charlie Kirk? It was Nexstar CEO Perry Sook who took it upon himself to pre-empt Kimmel’s show on every Nexstar station. When Sinclair media followed suit, Disney (which owns ABC) pulled the show and pre-empted Kimmel.
This is the kind of capitulation to right-wing interests we can expect under Nexstar dominance. You don’t have to take it from us: Trump himself said he views this merger as an effort to compete with “THE ENEMY” and it “will help knock out the Fake News.”
If the merger goes through, a company that is willing to do political favors for the administration will control local news coverage in 80% of households. Colorado Congressman Joe Neguse and U.S. Senator Michael Bennet asked the FCC to reject the merger, citing the harm to Colorado communities: The merger would give Nexstar control over three stations in the Denver market alone (not to mention two stations in DC, two stations in Los Angeles, two stations in Buffalo, the list goes on…).
In addition to the five alarm fire of Trump allies controlling much of our local news, the merger would likely also mean fewer jobs and downward pressure on wages from a company that is already among the worst employers in the industry. And it would likely lead to higher costs both for businesses that advertise on broadcast television and for consumers through higher cable fees.
Currently, FCC regulations cap the local market reach of any single company at 39% of households and prohibit a single owner from owning more than two stations in one market — barriers that should stop this merger in its tracks. But the FCC has at least two options for approving this merger anyway: (1) granting Nexstar a waiver from these rules (the company applied for one in November), or (2) changing the ownership rules themselves.
The stakes are high, and so are the dollars and influence being thrown around. Between 2023 and 2025, Nexstar increased its lobbying spend more than 10x to $3.2 million. Perhaps unsurprisingly, Nexstar (and Tegna) both hired Trump-aligned lobbying shop Miller Strategies, a firm led by Jeff Miller, the Finance Chair of Trump’s second inaugural committee. You get what you pay for.
The FCC isn’t the only federal agency that gets a say here. But it’s getting clearer this deal could be approved any day and the federal government is not going to get in the way. Over at DOJ, the antitrust head, Gail Slater, was forced out last month (and her deputy chief left days later). Then, last week, Perry Sook assessed the deal’s prospects, declaring “I would say certainly having the endorsement of [Trump] doesn’t hurt in the regulatory agencies.”
So, it’s going to be up to states to challenge this merger — which they have the power to do under federal (and, in some states, state) antitrust law. As former New Jersey AG Matt Platkin predicted, this could be a turning point. “The Trump Admin’s gutting of antitrust enforcement for corrupt purposes will ultimately result in one of the biggest transfers of economic regulatory power from feds to states in American history. States have the authority. They will use it.”
California, Colorado, and New York seem geared up to challenge the Nexstar-Tegna merger. And we’ve got some ideas for where to go from there to punch back against Trump’s takeover of the news.
THE PUNCH LIST
Do you work for a state AG? Send Nexstar a warning letter and information request and let them know what’s to come. State AGs do not need to wait for merger approval on the Nexstar-Tegna deal to take action. Right now, multiple states can band together to send a shot across the bow and let Nexstar CEO Perry Sook know they plan to enforce federal and state antitrust laws. They’ve done it before. And here are some questions to ask: Has Nexstar communicated directly with Chairman Carr about the potential acquisition? Has the company made any content-related promises to any Trump administration official? The public should know. Put Nexstar on notice.
Are you California AG Rob Bonta? Check if Paramount-Skydance is violating California’s Unfair Competition Law (UCL). A $16 million settlement of a nuisance lawsuit. Installing Bari Weiss to lead CBS News. Rumored discussions to fire specific CNN anchors. There’s no shortage of things “of value” Paramount-Skydance has given away in order to secure regulatory favor. While the federal government likely won’t be looking into whether this conduct violates federal anti-bribery law, fortunately California doesn’t have to wait. Under the UCL, California prosecutors can “borrow” a violation of another law as “independently actionable as [an] unfair competitive practice[].” Better yet, the UCL even provides the California AG with pre-litigation subpoena power. Also: it’s not just California that gives its AG power to combat unfairness (we’re looking at you, New York). Make Paramount explain its behavior in court.
Are you a skeptical Paramount shareholder? Hold the board accountable for value-destroying behavior. It turns out crony capitalism may not actually be good for shareholder value. In the five months since Paramount announced Bari Weiss as Editor-in-Chief of CBS News on October 6, the company’s share price is down more than 40% (as of March 9) – and its credit rating just got downgraded to “junk” status because of the $79 billion in debt it took on to make the Warner Bros. deal possible. Historically, major mergers in the media industry? Not great for business. If Paramount’s board is making decisions based on political considerations, rather than applying business judgment, that’s not strategy. That’s a risk — and the board may have violated its fiduciary duty. Shareholders can file a derivative lawsuit, demanding responsible corporate governance.
Are you a blue state AG or journalist? Steal a play from red state AGs and sue the Trump administration under the First Amendment. FCC Chairman Carr’s Pledge America campaign seeks “voluntary” commitments from broadcasters to air “patriotic, pro-America” content to celebrate the country’s 250th birthday. But when the FCC has already publicly threatened regulatory action, like broadcast license revocation over disfavored speech, this “voluntary” ask starts to look a lot like an attempt at coercion. And if the government is coercing speech? That’s why we have a First Amendment.
Are you a press freedom organization? Shoot a FOIA over to the FCC and find out what it isn’t telling us. Regulatory agencies reviewing mergers should focus on compliance with statutory and regulatory requirements. But there’s evidence the FCC is exceeding that mandate by extracting “voluntary” concessions regarding content and editorial policies. Given what the FCC has publicly gotten companies to agree to — such as ending their DEI policies — there’s a good chance there’s more to see here. What have Nexstar and Paramount been saying to regulators behind closed doors? This is exactly what the Freedom of Information Act is for. It’s time to send the FCC a FOIA and find out. And if the FCC stonewalls its response? Sue.
Are you an organization representing journalists or news producers? Sue the FCC for its de facto change of the “public interest” standard. The Administrative Procedure Act does not permit regulatory policy changes through press releases. And Chairman Carr’s statements approving the Paramount-Skydance and Verizon-Frontier mergers — referencing conditions like commitments to ending DEI — beg the question of whether the agency has turned merger review into an ideological compliance test. If the FCC has effectively redefined the “public interest” standard to favor certain viewpoints and require an abandonment of DEI initiatives, that’s not just rhetoric. It’s a de facto rule change. And under the APA, that may constitute final agency action — which can be vacated if it’s arbitrary, capricious or contrary to law.
Sen. Warren’s former COS would like a word…
Senator Elizabeth Warren has been advocating for scrutiny of the Nextar-Tegna merger. We asked her former Chief of Staff, Dan Geldon, to weigh in:
“This merger would further concentrate control of local news in the hands of a single corporate giant at a time when communities need more diverse, independent voices — not fewer. Media consolidation has hollowed out local journalism for decades, and approving this deal would only accelerate that trend.”
FIGHTING FIRE WITH FIRE
🥊 Not so fast, bros. AG Bonta says “whatever [the Federal government] will do” to look into the Paramount-Warner Bros. merger, “we will do our own independent review here in California.” The New York Times headline writers may think Netflix backing out of Warner Bros. negotiations is “paving [the] way” for Paramount to take over, but AG Bonta made it clear that his office is investigating, adding that “there is interest from other states” as well.
🥊 A private news organization fires back against the Federal Trade Commission’s attempts to chill speech. NewsGuard, a news rating agency, filed a First Amendment lawsuit against the FTC and Commissioner Andrew Ferguson alleging the agency launched a retaliation investigation against it, and sought to undermine its business, in an effort to police speech. Watch this space.
🥊 Media justice groups are making the FCC answer to them. Interested parties can file petitions to deny FCC broadcast license transfers. And when Nexstar applied to buy Tegna’s broadcast licenses, Free Press, Public Knowledge, the Communications Workers of America, and United Church of Christ Media Justice Ministry did just that. Now, the FCC must respond.
Upper Cut is a collaboration between Salt River Valley Project and Evergreen Legal — two organizations that believe punching back is the policy playbook this moment demands. It’s how we fight a rigged system, make courage contagious, and deliver for people against the leaders holding them down.