tegna

A federal judge blasted KTLA-TV Channel 5’s owner, the Texas-based Nexstar Media Group, on Thursday for violating a court order and for failing to disclose key information.

U.S. District Judge Troy L. Nunley found that Nexstar’s actions violated terms of an April preliminary injunction that was designed to prevent the media company from moving forward with its $6.2-billion takeover of rival TV station group Tegna Inc. and meddling with its management.

The judge called Nexstar’s actions “brazen.” He demanded the company begin submitting monthly reports and said a special master would be appointed to help manage the antitrust case and monitor Nexstar for compliance.

And Tegna’s recently constituted board — filled with high-level Nexstar officials — must be dissolved.

A Nexstar spokesman wasn’t immediately available for comment.

Nexstar unveiled its Tegna takeover a year ago. At the time, TV stations were lobbying the Federal Communications Commission to relax station ownership rules, a move that occurred Thursday in a split decision.

Last spring, California Atty. Gen. Rob Bonta and seven other state attorneys general challenged Nexstar’s proposed acquisition, alleging the roll-up of more than 250 local TV stations would violate a U.S. antitrust law intended to protect consumers and competitive markets.

Bonta and other plaintiff states argued the consolidation would lead to local newsrooms shuttering, particularly in smaller markets, such as Sacramento and Indianapolis, where Nexstar would own multiple network affiliates.

Despite Bonta’s lawsuit, Nexstar hurried the next day to finalize its purchase of Virginia-based Tegna and swallow the operation. Tegna disbanded, its shareholders were paid and top Tegna executives exited.

Nunley, who is based in Sacramento, is overseeing the case. He initially issued a restraining order, followed by a more lengthy preliminary injunction that ordered Nexstar to halt its integration while the court case was pending.

Tegna should continue to operate as a separate business unit — free from the influence of Nexstar, the judge ruled.

But on the day that Nunley issued the restraining order, Nexstar formed a new Tegna board filled with Nexstar officers, including Chief Executive Perry Sook, Chief Financial Officer Lee Ann Gliha, and later Mike Biard, a former Fox executive who joined Nexstar in 2023 as chief operating officer.

Nexstar countered that while Nunley’s order said Nexstar employees were restricted from serving as “officers,” it didn’t expressly say they couldn’t serve on Tegna‘s board as “directors.”

“Defendants cannot convincingly argue that having Nexstar executives serve on TEGNA’s Board complies with the preliminary injunction,” Nunley wrote in Thursday’s order, adding that Nexstar’s position was “entirely disingenuous.”

Nexstar now must dissolve the board.

“It is shocking that Defendants think installing a Board of Directors comprised primarily of Nexstar executives would not create influence over Tegna management,” Nunley wrote.

He also admonished Nexstar for not providing that information in any of the hearings or in its filings with the court. “Defendants have a duty of candor to the Court under California Rule of Professional Conduct,” Nunley wrote.

His order was designed “to preserve Tegna as a separate and distinct, independently managed business unit from Nexstar,” Nunley wrote. “Nexstar’s control of the Tegna Board will undoubtedly allow it to influence Tegna’s management and obtain access to Tegna’s confidential information.”

Bonta, in a statement, said: “We thank the court for its attention to this matter and look forward to arguing our case and blocking this merger.”

Is Paramount making a Tony Soprano move?

David Ellison’s media company appears to be girding for a big battle with California Atty. Gen. Rob Bonta and fellow state attorneys general who may team up to file a lawsuit aiming to block Paramount’s proposed $111-billion takeover of Warner Bros. Discovery.

Last week, Paramount hired powerhouse antitrust attorney Jeffrey Kessler to help defend its proposed takeover of Warner, which owns CNN, TBS, HBO and the prestigious Burbank film and television studios.

Kessler — co-executive chairman of Winston & Strawn in New York — is one of the nation’s top antitrust lawyers. He most recently led the state attorneys’ case against concert promoter and ticketing firm Live Nation, resulting in a monumental win for the states, including California.

Now Kessler may be on the opposite side, potentially going after the government to help Paramount build a behemoth that would include CNN and CBS News, two historic film studios and four streaming services.

The states have not indicated whether they plan to go to court to block Paramount’s takeover of Warner, but Bonta has said Ellison’s proposed consolidation, which is widely expected to lead to layoffs, is problematic.

Paramount declined Tuesday to discuss Kessler’s remit. Kessler was not immediately available for comment.

Hiring an attorney who is more commonly aligned against big companies prompted at least one observer to postulate that Paramount could be angling to remove a big name from the legal chessboard to prevent him from joining the other side, in the vein of TV mob boss Tony Soprano.

During the HBO show’s fifth season, Soprano spent months consulting with top divorce attorneys, creating a potential conflict of interest that prevented those lawyers from representing his wife Carmela in the dispute.

Attorney Jeffrey Kessler arrives at federal court in Oakland in a file photo.

(Noah Berger/Associated Press)

Kessler also knows the ins and outs of a courtroom as well as antitrust settlements, which could benefit Paramount as it seeks to avoid a bruising court challenge.

More than 5,000 artists and other entertainment industry workers already have signed an open letter that urges Bonta to take action to upend the Paramount and Warner Bros. deal.

Ellison and his team have vowed to make $6 billion in cuts following the merger. The combined company would have to contend with $79 billion in deal debt.

Adding Kessler comes as state attorneys general have been taking a more aggressive role in waging anti-trust fights. Many believe the U.S. Justice Department has been sitting on the sidelines to allow deals favored by President Trump to sail through their legally mandated regulatory reviews.

Trump favors Paramount’s takeover of CNN and other Warner properties.

Paramount Chief Legal Officer Makan Delrahim has made several savvy tactical moves since joining Ellison’s Melrose Avenue firm last fall.

Delrahim, who was Trump’s antitrust chief during his first term, filed paperwork to win the U.S. Justice Department’s blessing in December — soon after Netflix had clinched the bidding war for Warner Bros.

Netflix ultimately bowed out of the auction in late February. And Delrahim’s move gave Ellison’s Paramount a head start in the regulatory approval process.

The company is waiting for confirmation that the Justice Department will consent to its Warner Bros. purchase. It is separately responding to issues raised by regulators in Europe.

It’s not clear when Bonta or his fellow attorneys general might decide whether to bring a case against Paramount, although the deadline is approaching because Ellison wants to get his deal wrapped up by September.

Attorneys general also could opt for negotiating a settlement agreement with Paramount, which might be willing to bend to concessions to get the deal approved.

Bonta is leading a challenge against another big merger — TV station owner Nexstar Media Group’s $6.2-billion purchase of rival company Tegna Inc. Nexstar owns KTLA-TV Channel 5 in Los Angeles and more than 100 other stations.

Nexstar initially argued that Bonta’s action came too late — after Nexstar had gained its federal approvals for the deal. Nexstar also was in the process of consolidating Tegna’s operations and top Tegna executives had cashed out.

The move backfired on Nexstar as a federal judge in Northern California issued a preliminary injunction, ordering Nexstar to halt the Tegna consolidation.

U.S. District Judge Troy Nunley ruled Tegna must be managed as a separate company pending the outcome of a trial.

On Tuesday, Tegna announced that it hired a former Fox TV station executive, Patrick Paolini, as its chief executive. Beginning next week, Paolini will be responsible for “Tegna’s daily operations, revenue-generating business strategies, local journalism and production, and growth initiatives,” according to a corporate statement.

Paolini will report to Tegna’s board — not Nexstar.