Nexstar board seats challenged in Tegna merger fight
State attorneys general and DirecTV say Nexstar executives should not sit on Tegna’s board while a court-ordered merger pause is in effect.
By Georgia Hale · Staff Writer
2 min read
A fight over Nexstar’s already-closed Tegna deal is now focused on the boardroom.
A coalition of state attorneys general and DirecTV asked a federal court on Wednesday to clarify that Nexstar Media Group cannot place current or recent former employees, executives, consultants or other personnel on Tegna’s board while an injunction in the antitrust case remains in place.
The motion comes after U.S. District Judge Troy Nunley issued a preliminary injunction in April that stopped the merger from being integrated while litigation continues. Nexstar had already completed the Tegna transaction before that order, according to Deadline, which left the companies under a requirement to keep their operations separate.
States and DirecTV press the judge
The challengers, including the attorneys general of California and New York, pointed to language in Nunley’s order requiring Tegna to operate as a “separate and distinct, independently managed business unit from Nexstar.”
They also cited the judge’s requirement that Nexstar maintain safeguards to stop competitively sensitive information from being shared between the companies.
In the filing, the challengers argued that the injunction should be read to bar Nexstar executives from sitting on Tegna’s board. They singled out Nexstar CEO Perry Sook and other Nexstar figures who, according to the motion, are serving as Tegna board members.
The filing claims those executives have already had a role in Tegna’s strategy by approving Tegna’s budget. The challengers said that budget was built from forecasts that they argued would contain competitively sensitive Tegna information and would not have been provided to Nexstar if the companies were still operating as independent rivals.
The challengers also said Sook has publicly described Tegna as a Nexstar subsidiary. According to the filing, they argued that Sook’s view is that Tegna senior management must report to the board and can speak with Nexstar executives.
Nexstar says it is following the order
Nexstar rejected the challenge in a statement, saying it “has scrupulously complied with the Court’s hold-separate order.”
The company said Tegna continues to operate independently and that Nexstar has no role in Tegna’s retransmission consent negotiations, programming decisions, staffing choices or other day-to-day work.
Nexstar also defended its executives’ board service at Tegna, saying it is allowed under the court order and is needed so Nexstar can meet its financial reporting duties while the hold-separate rules remain in place.
The dispute now puts Nunley in position to decide whether the board arrangement fits within the injunction or crosses the line the court drew when it ordered the companies to remain separate during the antitrust litigation.
This story draws on original reporting from Deadline.