While states have traditionally deferred to the federal agencies on resolutions of joint federal-state litigation, lately states have begun to chart their own path.

State attorneys general are increasingly challenging federal antitrust settlements and merger approvals—most recently in the $6.2 billion Nexstar/Tegna broadcast television transaction. In addition, congressional Democrats have proposed expanding the Tunney Act to enhance transparency, empower states to continue abandoned federal cases, and constrain merger closings during judicial review. For companies planning strategic transactions, these developments signal that federal clearance alone may no longer end deal risk.

Key Takeaways

• Federal approval may not mean an end to deal risk. Transactions may still face state litigation, Tunney Act challenges and delayed closings even after Department of Justice (DOJ) or Federal Trade Commission (FTC) clearance—particularly in highly regulated industries.
• Multijurisdictional planning is essential. Companies must assess how states—not just the DOJ and FTC—will view proposed transactions, including states where they operate and states with affected consumers.
• Proposed legislation could increase deal uncertainty. The proposed Antitrust Accountability and Transparency Act would expand disclosure obligations, impose hold-separate requirements during Tunney Act review and empower state attorneys general to intervene in Tunney Act proceedings without seeking court approval.
• Compliance programs should reflect state enforcement patterns in addition to federal standards.

Background

State attorneys general may sue companies for violations of federal antitrust law under the two main federal antitrust statutes, the Sherman Act and the Clayton Act. The Sherman Act allows states to sue companies for forming anticompetitive agreements and for abusing a monopoly position in a market. The Clayton Act allows states to sue to prevent a merger or acquisition that substantially lessens competition or tends to create a monopoly, in violation of Section 7 of the Act.

States often join the two federal antitrust enforcement agencies, the DOJ Antitrust Division and the FTC, as additional plaintiffs in enforcement actions brought by those agencies. States may also sue under their own antitrust laws. Many states have statutes that mirror the Sherman Act and Section 5 of the Federal Trade Commission Act, the FTC's consumer protection statute.

While states have traditionally deferred to the federal agencies on resolutions of joint federal-state litigation, lately states have begun to chart their own path.

The Nexstar/Tegna Merger

In what may be the most dramatic example of the new enforcement landscape, the DOJ granted early termination of the Hart-Scott-Rodino Act waiting period to the $6.2 billion Nexstar/Tegna broadcast television acquisition without requiring divestitures, departing from its longstanding pattern of mandating sales of overlapping local stations. Nexstar announced the agreement to acquire Tegna in August 2025, and by December 2025, the Federal Communications Commission (FCC) accepted applications seeking approval to transfer control of certain TV stations from Tegna to Nexstar. At the time, Tegna operated 64 full-power broadcast television stations, while Nexstar operated 201 stations in 116 television markets. The companies' holdings overlapped in 35 designated market areas, and the combined entity would operate 265 full-power television stations in 44 states and the District of Columbia.

The FCC's Media Bureau separately approved the transaction and waived the national audience-reach cap that prohibits any local station owner from reaching more than 39 percent of U.S. households. The combined company would own approximately 259 full-power stations (after divesting six) and reach across 80 percent of U.S. TV households. Nexstar committed to divesting six stations across six different markets and made commitments regarding affordability and localism, including offering existing pay-TV providers an extension of retransmission agreements at existing rates through November 30, 2026. Nexstar's founder, chairman and CEO publicly thanked President Donald Trump and FCC Chairman Brendan Carr for "enabling this transaction to move forward."

On March 18, 2026, eight state attorneys general—California, New York, Colorado, Illinois, Oregon, North Carolina, Connecticut and Virginia—filed a federal lawsuit alleging that the merger violates Section 7 of the Clayton Act. DirecTV, the nation's largest satellite TV provider, filed its own federal lawsuit the same day on substantially similar antitrust grounds. Within 24 hours of the states filing suit, DOJ dropped its antitrust investigation, the FCC—without a vote of the full commission—waived its ownership rules and Nexstar announced it had closed the deal.

On March 20, 2026, the coalition of eight attorneys general filed an emergency motion for a temporary restraining order to prevent Nexstar from integrating Tegna's stations into its operations while the lawsuit moves forward. If the states are successful, Tegna stations would continue to operate independently, Nexstar could not consolidate newsrooms or lay off Tegna news staff, Tegna's contracts with cable and satellite providers would remain separate, and the court would retain the ability to order effective relief if the states prevail.

Proposed Tunney Act Overhaul

Senator Amy Klobuchar and eight other Democratic senators have introduced the Antitrust Accountability and Transparency Act. Key provisions include:

Expanded Disclosure

DOJ and FTC would be required to disclose all settlement offers considered, communications leading to agreements, and "side deals" separate from the consent decree.

Hold-Separate Requirements

Merging parties would be barred from integrating assets for up to 90 days while a consent decree is subject to judicial review.

Enhanced State Role

State attorneys general could "step into the shoes" of the federal plaintiff following voluntary dismissal and would have a right to intervene in Tunney Act proceedings.

FTC Coverage

Tunney Act requirements would extend to FTC antitrust consent decrees.

What This Means for Your Business

Companies considering strategic transactions should take the following steps.

Manage Risk

Assess transaction risk across all states with potential enforcement interest, not just at the federal level. State attorneys general have demonstrated the willingness and resources to challenge transactions even where federal agencies have granted clearance. The Nexstar/Tegna case is a stark illustration: eight states filed suit to block a deal that had received both DOJ and FCC approval, and they moved for emergency relief even after the transaction closed.

Plan for Delays

Build deal timelines that account for potential state litigation, Tunney Act challenges and delayed closings—particularly in politically sensitive sectors or transactions involving significant market concentration. The speed with which the Nexstar/Tegna transaction closed following the states' lawsuit—within 24 hours—underscores the importance of anticipating state enforcement actions early in the deal process.

Expect Governmental Challenges

Plan for simultaneous federal antitrust review, sectoral review (FCC, etc.), and potential state challenges in regulated industries. Federal clearance—even with agency waivers—does not insulate transactions from aggressive litigation.

Anticipate Private Merger Challenges

DirecTV's independent lawsuit seeking to block the Nexstar/Tegna deal demonstrates that private parties—including customers, suppliers and competitors—may seek to stop or unwind mergers themselves, adding an additional layer of litigation risk beyond state enforcement.

Avoid Questionable Settlement Communications

Ensure all settlement process conduct—including communications with government officials and engagement of outside advisors—can withstand public scrutiny. Conduct that appears to seek favorable treatment through improper channels may become the basis for Tunney Act challenges or state intervention.

Monitor Proposed Legislation

If enacted, the Antitrust Accountability and Transparency Act would materially change transaction planning requirements.

Conclusion

A coalition of state attorneys general decided to seek a temporary restraining order against the Nexstar/Tegna deal even after federal clearance and deal closing. Companies facing a potential antitrust enforcement action must recognize that, going forward, resolving the concerns of the DOJ and FTC will not be sufficient. Antitrust planning must now account for multifront litigation, intensive Tunney Act review and ongoing regulatory and political scrutiny. A robust antitrust compliance program will consider not only likely federal enforcement, but also enforcement patterns of state attorneys general in the states where the company operates. Companies should consider proactive engagement of legal counsel to assist them in developing strategies that address enforcement risk at both the federal and state levels.

For More Information

If you have any questions about this Alert, please contact Sean P. McConnell, Christopher H. Casey, Katherine Speegle, any of the attorneys in our Antitrust and Competition Group or the attorney in the firm with whom you are regularly in contact.

Disclaimer: This Alert has been prepared and published for informational purposes only and is not offered, nor should be construed, as legal advice. For more information, please see the firm's full disclaimer.