🥊 Nexstar going full MAGA?

Welcome to Counter Punch.

The news is bleak. And while everyone’s got a take, we’ve got ideas for action. Welcome to Counter Punch (👋). We’ll be in your inbox every other week with specific actions you can take to “punch back” in defense of democracy. We’ll talk private lawsuits, shareholder actions, angles for AG enforcement, and policy ideas for mayors and governors.

If you want to read about cowardice and capitulation, read the Washington Post. This newsletter is for the doers and the agitators: the growing group of Americans who believe the only way we win is by countering the aggression of those doing the most harm — using the power we still hold.

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This week, we’ve got ideas for countering Trump’s media takeover…

• Can settling a defamation suit with Trump violate state consumer protection laws?

• Brendon Carr’s rants on right-wing radio open the FCC up to litigation.

• Dem AGs 🤝 Clayton Act.

• Paramount-Skydance: a quasi-state actor?

• We sat down with the founding editor of Gawker. She’d like a word.

But first, let’s talk about the most important media company of 2025 you’re not reading about: Nexstar Media Group. The conservative media company owns 197 local TV stations across the US, more than any other company. And they’re on the hunt for more.

Late last month, Nexstar CEO Perry Sook floated a new tagline for the media giant. Nexstar, he said, is the “anti-fake news” organization. It doesn’t take a ton of market research to understand Sook’s intended audience.

And that’s the problem. The Trumpian rebrand came on the heels of Nexstar announcing plans to buy its broadcast rival Tegna for $6.2 billion, which would give it control of nearly 300 local news stations nationwide. For the deal to happen, the FCC will need to blow up restrictions that have been in place since 1964, and the Trump administration needs to approve the merger.

It’s not pretty, but Nexstar’s not alone. For the last year, American media companies have fallen over themselves to appease Trump. YouTube and Meta settled lawsuits for kicking Trump off their platforms after January 6th. Sinclair and Disney pulled Jimmy Kimmel off the air following his comments on the assasination of Charlie Kirk. News programs like CBS’ 60 Minutes paid millions of dollars to settle Trump’s frivolous defamation claims.

None of this is happening by accident — and some of it isn’t happening by choice. It’s the result of three distinct but interlocking features of Trump’s media power grab: consolidation, corruption, and retaliation.

Think about it. At the FCC, Brendan Carr just opened a comment period to relax long-standing ownership limits of local broadcast licenses (consolidation). The White House just leaked that it has “antitrust concerns” about Netflix buying Warner Bros. — convenient timing as Larry Ellison–backed Paramount scrambles to counter Netflix’s bid (corruption). And in federal district court, Trump is suing the New York Times and Wall Street Journal for defamation over reporting about the 2024 election and Trump’s birthday card to Jeffrey Epstein (retaliation).

The result is a pervasive feedback loop in which intimidation becomes a form of governance: federal power is used to consolidate media ownership and shape editorial behavior, editorial behavior shapes political narratives, and political narratives reinforce the administration’s ability to wield power unchecked.

But we’re not powerless. Just take the Kimmel saga: Some 7 million subscription cancellations later, Kimmel is back on the air, with more influence than ever. That’s how we Counter Punch. It’s about using our power to fight back and make an impact people can feel — or in this case, see on their screens. But mass consumer mobilization isn’t the only tool we have to challenge Trump’s media power play.

We’ve got some other ideas.

THE PUNCH LIST

• Care about corporate capitulation? Here’s an idea: Paramount’s 60 Minutes payout to Trump wasn’t just ugly, it was potentially illegal under federal and state law. 18 U.S.C §201(b) creates criminal liability for “bribery” when anyone “directly or indirectly, corruptly gives, offers or promises anything of value to any public official…to influence any official act.” The settlement between Trump and Paramount could meet that standard given Paramount’s pending merger with Skydance before the FCC. Of course, the DOJ isn’t going to bring charges against Paramount, but state consumer protection statutes generally prohibit unfair practices or deceptive business acts. Federal bribery sure seems like it would count.

• Work for a state AG? Introduce Nexstar to the Clayton Act. State AGs don’t need DC’s permission to block a merger, they can independently sue under the Clayton Act. In 2019, 14 state AGs sued to block T-Mobile and Sprint from merging into one of the nation’s largest wireless carriers even though the FCC and DOJ gave the merger a green light. They didn’t ultimately stop the merger, but they came close — and it provides a template AGs should get more comfortable using as the federal government taps out on antitrust enforcement and consumer protection.

• Have a law degree? We think Brendon Carr’s recent rants are evidence the FCC illegally changed the renewal standard for broadcast licenses. Despite not officially announcing it, we think Carr’s recent rants on right-wing talk shows are evidence the FCC has already changed its renewal standard for broadcast licenses by: (1) requiring that licensee’s preference conservative viewpoints, and (2) prohibiting DEI practices by licensed entities. We’d argue these changes amount to final agency action that is contrary to law under the APA and assert an ultra vires claim alleging Carr acted outside his authority.

• Are you a member of the NYT Guild? File an abuse of process claim against Trump for bringing a malicious defamation claim. The legal tort of “abuse of process” is when a person uses a legal procedure for an improper, ulterior purpose such as to harm or extort someone. Arguably, Trump’s defamation claims are attempts to do exactly that: extort positive coverage of his administration. We doubt the NYT will sue. But can the NYT Guild?

• Are you Semafor’s Max Tani? You might want to ask around about Andrew Kilberg. He’s a former Trump admin official turned Nexstar attorney who recently helped the company successfully overturn the FCC rule barring a single entity from owning multiple “top four” TV stations in a market. As the FCC repeals a string of additional rules that stand in the way of Nexstar’s acquisition of Tegna, we’d love to know: Has Kilberg talked to anyone in the administration or the FCC about the merger?

IS PARAMOUNT A QUASI STATE ACTOR?

The White House’s perfectly timed leak about Netflix didn’t just shade the marketplace — it may have reshaped it. Paramount’s bid suddenly looks stronger because the executive branch put its thumb on the scale. That’s the kind of “mutual interdependence” the Supreme Court recognized in Burton v. Wilmington Parking Auth., where private conduct becomes inseparable from government power. And when a private actor benefits from a targeted regulatory assist, courts have held the conduct can be “fairly attributable to the State.” Lugar v. Edmondson Oil Co.

Then look at the receipts. Larry Ellison reportedly talked through potential CNN host firings with White House officials during Warner Bros. takeover talks. When a would-be media owner is allegedly workshopping personnel decisions with federal officials, it’s no longer purely private editorial judgment — it’s coordinated execution of a government-aligned objective. Under the joint-action test, that’s not just a bad look. It’s an argument.

And if Paramount is a quasi state actor? As the company becomes a de facto extension of the Trump administration subject to First Amendment, Due Process, and §1983 liability, editorial decisions, personnel moves, and merger strategy become constitutionally constrained and litigable.

THE FOUNDING EDITOR OF GAWKER WOULD LIKE A WORD

We pinged Elizabeth Spiers, the founding editor of Gawker, for her take on Trump’s media play:

“My advice to news orgs: don’t cave. The reward for capitulating to Trump is more extortion, and it undermines your organization’s credibility. For press advocates and Democrats: double down on what Trump is trying to suppress. These are not legitimate instances of defamation and there is no reason to allow Trump to launder reality to his liking. He’s telling you with these lawsuits what his weak spots are and what he doesn’t want the public focused on. Listen.”

FIGHTING FIRE WITH FIRE

🥊 After Fox News lied about Trump’s decision to send the National Guard into California, Gavin Newsom sued (h/t to our friends at the Legal Accountability Center for a 🔥 complaint).

🥊 Robbie Kaplan showed how shareholders could get in the game: After Jimmy Kimmel was suspended, Kaplan Martin LLP filed a books & records request on behalf of shareholders seeking documents related to Kimmel’s sidelining.

🥊 In September, Connecticut State Senator Matt Lesser wrote a letter to the state’s AG urging him to review the Nexstar-Tegna merger for violations of the Connecticut Antitrust Act. (Like we said — state law: Also a good hook for challenging national media mergers!) Let’s see more elected officials follow his lead.

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Counter Punch is a collaboration between Evergreen Legal and Salt River Valley Project — two organizations that believe punching back is the policy playbook this moment demands. It’s how we fight a rigged system, make courage contagious, and deliver for people against the leaders holding them down.