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AG Rayfield Wins Federal Court Decision Over Nexstar Violating Merger Order

Nexstar Media GroupAugust 6, 2026Oregon Attorney General

Summary

A federal judge ruled that Nexstar Media Group violated a court order requiring it to keep TEGNA Inc. operating as an independent company while a multistate antitrust lawsuit challenging the merger proceeds. The court found that Nexstar installed its own executives on TEGNA's board, failed to disclose the appointments, and lacked candor with the court. The court ordered Nexstar to comply immediately, file status reports, respond to discovery, and turn over board and financial documents, with a special master to oversee compliance.

Remedy

The court ordered Nexstar to come into compliance immediately, file a status report within 10 days, respond to outstanding discovery requests within 7 days, turn over TEGNA board meeting minutes, budget and forecast changes, financial reports, and any changes in directors or officers on a monthly basis. The parties have 14 days to propose a special master to oversee ongoing compliance.

InjunctionReporting Requirements

Contract Impact

In-house legal teams should review any merger or acquisition agreements to ensure they include robust independence and non-interference clauses that prevent the acquiring company from exerting control over the acquired entity's board or management. They should also verify that any contractual provisions align with court orders and antitrust requirements, and include mechanisms for compliance reporting and oversight, such as special master provisions. Additionally, agreements should address disclosure obligations and cooperation with regulatory or judicial inquiries to avoid findings of lack of candor.

Contract Search Terms

merger complianceboard independencenon-interference clausespecial masterdiscovery obligationsstatus reportcompliance orderantitrust mergerindependent managementcourt order compliance

Violation Types

Entity Details

Entity

Nexstar Media Group

Industry

Media & Entertainment

Multistate Coalition

Official Sources

Source Evidence

Entity Name
"Nexstar Media Group violated a court order"
Violation Types
"violated a court order requiring it to keep TEGNA Inc. operating as an independent company"
Violation Types
"installed its own top executives – including its CEO and CFO – on TEGNA’s five-member Board of Directors"
Remedy Summary
"The court’s order requires Nexstar to come into compliance immediately and to file a status report within 10 days detailing the steps it has taken to do so."
Is Multistate
"the 12 other states that sued"

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