Nexstar Accused of Violating Injunction by Controlling Tegna Board

A coalition of 13 state attorneys general and DirecTV filed a federal motion alleging that Nexstar Media Group breached a preliminary injunction by placing its current and former executives on the board of Tegna Inc. after the $6.2 billion merger closed. The plaintiffs say the board composition gives Nexstar “improper control” of Tegna, contrary to the April order that requires the two broadcasters to operate as separate, independently managed entities while antitrust litigation proceeds.

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Nexstar’s acquisition of Tegna received FCC approval on March 19, after which the deal closed. In April, U.S. District Judge Troy Nunley issued a preliminary injunction halting integration and mandating that Tegna remain a distinct business unit with internal controls to prevent sharing competitively sensitive information. Nexstar appealed to the Ninth Circuit, which has not yet scheduled oral argument.

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• $6.2 billion – value of the transaction.

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• 13 – state attorneys general joining the lawsuit.

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• 5 – Nexstar executives named to Tegna’s board: CEO Perry Sook, President Michael Biard, CFO Lee Ann Gliha, General Counsel Elizabeth Ryder, and former President Timothy Busch.

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• Nearly 260 stations covering 80 % of U.S. television households would be under Nexstar’s control after the merger (plaintiffs’ filing).

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• The combined entity would dominate local broadcast markets in more than 30 designated market areas.

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California Attorney General Rob Bonta, speaking for the coalition, warned that the merger would concentrate power, raise retransmission fees, and erode independent local news coverage. The motion also seeks monthly court reports on compliance and expedited discovery into the board’s oversight activities.

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The coalition argues that Nexstar executives on Tegna’s board violate antitrust law by allowing influence over a competitor and access to confidential information. They claim the merger would give Nexstar leverage in retransmission-consent negotiations, potentially leading to higher consumer prices and fewer independent local news outlets.

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• “The stakes here are high: Further integration is against the court’s directive and, if allowed, would kick off Nexstar and Tegna’s ability to control and raise prices, fire journalists, and dominate the broadcast media landscape,” — California Attorney General Rob Bonta.

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Plaintiffs cite board actions—such as approval of Tegna’s budget based on forecasts containing competitively sensitive data—as evidence of continued Nexstar influence. Nexstar counters that the injunction does not forbid its employees from serving as directors, only from sharing sensitive information, and that board members recuse themselves from matters outside limited financial oversight. A Bloomberg report referenced by the plaintiffs describes Tegna executives as having “limited roles” and needing Nexstar approval for various initiatives, but the filing provides no independent verification.

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The motion will be heard in September, where the court will consider whether to require Nexstar to remove its executives from Tegna’s board and to impose regular compliance reporting. Nexstar’s appeal remains pending before the Ninth Circuit, which has not set a date for oral argument.

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