By Sara Almerri

Having practised competition and antitrust law for much of my professional career, I have litigated these issues, studied the doctrine, and watched competition policy evolve across two legal systems. It is from that perspective I offer a different view of the challenge to the proposed Nexstar–TEGNA merger brought by 13 state attorneys general, including Colorado, together with DirecTV.

I hold Attorney General Phil Weiser in the highest regard. His commitment to consumer protection and principled competition enforcement is well established. It is precisely because of that respect that I believe this case deserves a broader perspective.

The proposed transaction has already undergone extensive scrutiny by both the Federal Communications Commission and the Department of Justice. Following their respective reviews, the agencies permitted the merger to proceed, subject to the FCC’s requirement that Nexstar divest six television stations. In announcing the decision, the FCC Chairman observed the agency remained focused on empowering local broadcasters to serve their communities consistent with their public-interest obligations.

The present litigation contends the merger will increase prices, weaken local journalism, and substantially lessen competition. Yet that analysis relies heavily upon a regulatory framework developed for a broadcasting marketplace that no longer exists. The media landscape has been transformed by the emergence of global digital platforms — including Google, Meta, Amazon, Netflix and YouTube — which now command enormous audiences, advertising revenue and market influence. Any meaningful competitive analysis must account for that modern reality.

The retransmission-fee argument advanced by DirecTV likewise deserves careful examination. DirecTV, itself a significantly larger company than Nexstar, argues the combined entity would possess greater bargaining power in negotiations with distributors, ultimately resulting in higher prices for consumers. However, retransmission fees are not imposed unilaterally; they are the product of commercial negotiation between sophisticated market participants.

Viewed objectively, the dispute appears less about consumer welfare than about the relative bargaining positions of two large commercial enterprises. Competition law exists to protect the competitive process and consumers — not to shield market participants from robust commercial negotiation or from paying market value for content from which they derive substantial commercial benefit.

The preliminary injunction issued by the federal court in Sacramento halted integration pending trial; it did not determine the merger is unlawful. Such injunctions frequently reflect judicial prudence while the evidence is fully developed, rather than a final determination on the merits. At trial, the plaintiffs will bear the burden of demonstrating the transaction is likely to substantially lessen competition within properly defined markets — a demanding evidentiary burden.

Equally important is the broader context in which this case arises. According to Northwestern University’s Medill School of Journalism, more than 270,000 local news jobs have disappeared since 2005, while approximately 50 million Americans now live in communities with limited or no meaningful local news coverage. Those figures illustrate not simply an industry in transition, but one confronting profound structural change.

Against that backdrop, preventing a transaction that federal regulators have already examined and allowed to proceed risks producing precisely the opposite outcome that competition law seeks to achieve. If local broadcasters are denied the scale necessary to compete effectively, the principal beneficiaries are unlikely to be consumers. Rather, they may be the global technology companies that already dominate advertising markets and increasingly control the distribution of news and information.

Attorney General Weiser has earned a reputation for thoughtful and principled leadership. I respectfully encourage him to consider whether the greater competitive challenge today lies not with strengthening local broadcasters, but with the extraordinary concentration of economic power among a handful of digital platforms that have fundamentally reshaped — and in many respects diminished — America’s local media ecosystem.

Competition law is intended to preserve competition, not competitors. It should encourage markets to evolve where doing so ultimately benefits consumers. In today’s media environment, allowing responsible consolidation among local broadcasters may prove essential if local journalism is to survive and compete against trillion-dollar technology companies.

The Nexstar–TEGNA transaction is undeniably complex. Reasonable minds may differ on its competitive effects. Yet on balance, there is a compelling argument permitting the merger to proceed will better serve consumers, strengthen local journalism, and promote competition where it matters most — in the marketplace that exists today, rather than the one that existed generations ago.

Sara Almerri has been a practicing attorney for 26 years. She is a 2000 graduate of the College of Law at Oxford University and was admitted to the New York Bar in 2024. She currently resides in Denver.