In my many decades of working in the field of corporate transactional law, I survived — and it was a matter of survival — numerous large mergers, acquisitions, and international joint ventures. The negotiations were tortuous and sometimes hostile; and the attention to detail in the preparation of the official documents was mind-numbing. A misplaced comma could blow the whole deal.

Even now, I get that “holy shit!” feeling when I think of the Coke-Pepsi fiasco in China. But that’s another story entirely. But the legal requirements were clear-cut, and everyone involved had been educated and trained to understand and deal with them. We knew what we were doing.

Not any longer.

The merger in today’s headlines involves broadcasting giants Paramount Global and Skydance Media, and the tidy sum of $8 billion. It was, of course, complicated by the requirement for Federal Communications Commission (FCC) approval . . . and where the government becomes involved, you encounter a whole new level of complexity.

Forget about the antitrust implications; those are fairly cut-and-dried in comparison to today’s minefield of White House-imposed restrictions on everything from TV programming to museum exhibits to college admissions to what goes on in our bedrooms.

In the instant case, it seems that the censor-in-chief was not happy with a CBS broadcast of an interview with former Vice-President Kamala Harris. So — having nothing better to do, like ending a war in Ukraine or Gaza, or deporting more innocent immigrants — he did what any decent, clear-thinking president would do: he sued parent company Paramount for its alleged editing of the interview to “tip the scales in favour of the Democratic party.” [Paul Glynn, BBC, July 2, 2025.]

And then he instructed the FCC to withhold approval of the Paramount-Skydance merger.

Now, this is where the lawyers for the two merger parties begin drinking heavily, because the actual legal issues become secondary — in fact, nearly irrelevant — in relation to the overriding irrational, unethical, and quite possibly illegal demands of one individual with a big black Sharpie and a limitless supply of executive order forms.

So they swallow their pride (and their enormous fees), ignore the American Bar Association’s Model Rules of Professional Conduct (also known as legal ethics), and do what their consciences tell them is clearly wrong: they advise their clients to pay up.

So Paramount pays Donald Trump $16 million dollars, supposedly to be allocated to the building of his gold-plated presidential library, the law suit is dismissed, and a couple of weeks later . . . voila! The FCC approves the merger.

But what about Skydance? What was the price they had to pay for the 28 CBS-owned TV broadcast licenses, other than the $8 billion agreed between the parties? As it turns out, only their integrity.

According to FCC head Brendan Carr — a Trump appointee — Skydance’s ideas to make “significant changes” at CBS were most welcome:

“Americans no longer trust the legacy national news media to report fully, accurately, and fairly. It is time for a change.” [Christal Hayes, BBC News, July 25, 2025.]

Carr said that Skydance had promised the agency to make a “commitment to unbiased journalism,” and to install an ombudsman to evaluate complaints of bias. They also agreed . . . are you ready for this? . . . to end diversity, equity and inclusion efforts. [Id.] [Bold emphasis is mine.]

*. *. *

The FCC voted 2-1 to approve the merger. But one commissioner, Democrat Anna Gomez, had the courage to dissent. In her words:

“After months of cowardly capitulation to this administration, Paramount finally got what it wanted. Unfortunately, it is the American public who will ultimately pay the price for its actions.” [Id.]

Brava, Ms. Gomez! Her conscience is clear; I only hope her curriculum vitae is up-to-date.

Just sayin’ . . .

Brendochka
7/25/25