Antitrust Law Daily Wrap Up, ACQUISITIONS & MERGERS NEWS: States file motion for clarification of Nexstar/Tegna injunction, (Jul 23, 2026)

By Donielle Tigay Stutland, J.D.

The AGs request that the court clarify that the preliminary injunction prohibits Nexstar executives from serving on the TEGNA board.

California Attorney General Rob Bonta, as part of a bipartisan coalition of 13 attorneys general, filed a motion asking the federal district court of Sacramento, California to make clear that its injunction order prohibits current and recent Nexstar personnel from sitting on Tegna’s Board of Directors. In March, several states filed suit to block Nexstar Media Group, Inc.’s merger with TEGNA, Inc., noting the multibillion-dollar deal would combine the nation’s largest and third-largest television-station conglomerates and create a company that covers 80% of U.S. television households. The court issued an injunction that included a hold-separate requirement that required Nexstar to permit Tenga to operate as a separate and distinct business and prevent the sharing of sensitive information. The AGs are not seeking clarification that the injunction prohibits current and recent former Nexstar officers and employees from serving on the Board of Directors for Tenga, and require Defendants to submit regular reports about their compliance to the court and the states (In re Nexstar-TEGNA Merger Litigation, No. 2:26-cv-00976-TLN-CKD (E.D. Cal. Jul. 22, 2026)).

Background. In May 2026, Bonta, along with several other attorneys general, announced the filing of an amended complaint against Nexstar Media Group, Inc. and Tegna Inc. Earlier in 2026, the federal district court in Sacramento, California, issued a preliminary injunction requiring Nexstar to stop its merger with TEGNA The suit alleges that the $6.2 billion deal is expected to create the largest broadcast station group in the United States, putting more broadcast programming in the hands of fewer people, cutting local jobs, increasing cable bills, and significantly impacting the delivery of news and other media content to Americans nationwide. The court found that DIRECTV and the eight state plaintiffs satisfied the Winter factors for entry of a preliminary injunction. The remedy is a hold separate order that requires Nexstar to preserve TEGNA as a separate independent entity during pendency of the litigation brought by DIRECTV and the eight states who complained that the Nexstar-TEGNA merger violates Section 7 of the Clayton Act. (see Antitrust Law Daily, May 1, 2026).

Allegations. The motion asserts that Nexstar is in violation of the preliminary injunction by installing a TEGNA Board of Directors composed entirely of current Nexstar executives and a recent former Nexstar president/consultant. The States indicate that they have spent over two months attempting to get more information from Nexstar, not only about the composition of the Board, but also information about what oversight the Board will have.

The motion stresses that the preliminary injunction requires that Nexstar “not influence the management of the held separate TEGNA business unit” and also “prevent[s] the sharing of competitively sensitive information.” The states stress that, “Nexstar cannot simultaneously control TEGNA’s Board and comply with an injunction requiring TEGNA to remain independent.”

Request. The motion requests that the court “clarify that the Order does not permit current Nexstar personnel or recent former Nexstar personnel, including Nexstar contractors, to serve on TEGNA’s Board of Directors.”

Given the alleged non-compliance with the court order, the States are also asked the court “to order two measures designed to keep the Court and Plaintiffs informed about Defendants’ compliance and hopefully avoid further issues.” The States request that the court require Nexstar and TEGNA provide regular updates to the court. Specifically, it is requested that Nexstar and TEGNA be required to provide a detailed report every 30 days regarding how they are complying with the preliminary injunction. Separately, the States request that Nexstar and TEGNA should submit monthly reports that include the following: (1) a record of all written communications and a list of any oral communications between any member of Nexstar’s senior management and any member of TEGNA senior management during the preceding month, including minutes for any meetings, or a sworn certification that no such communications occurred; (2) any material changes to TEGNA’s budgets, forecasts, or strategic or operating plans adopted or approved by TEGNA or its Board of Directors during the preceding month, or a sworn certification that no such changes were adopted or approved; and (3) records of TEGNA’s monthly and quarterly financial and operational reports presented to the TEGNA Board and Chief Executive Officer.

Additionally, the motion requests that the Defendants be ordered to respond to discovery related to their compliance on an expedited basis and asks the court to establish an accelerated briefing schedule for any disputes related to that discovery.

“Earlier this year, I led attorneys general across the nation in filing a lawsuit to challenge the unlawful Nexstar/Tegna broadcasting merger. This merger would cause incredibly high levels of concentration in local TV markets and cause irreparable harm to local news and consumers who rely on their reporting as a critical source of information," said Attorney General Bonta. "Today, amid changes to Tegna's Board of Directors, I ask the court to clarify the scope of its preliminary injunction order, which demands that broadcasting titans Nexstar and Tegna stop merging activities while our challenge to this illegal merger proceeds. 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."

The Case is No. 2:26-cv-00976-TLN-CKD.

Judge: Nunley, T.

Attorneys: Arthur Benjamin Schoen (King & Spalding LLP) for DirecTV, LLC. Alexa Rae Dicunzolo (Morrison & Foerster LLP) for Nexstar Media Group, Inc.

Companies: Tegna Inc; Nexstar Media Group, Inc.; DirecTV, LLC

News: AcquisitionsMergers Antitrust