## Facts

- The United States and five states challenged Comcast’s acquisition of majority control of NBC Universal (NBCU) from General Electric through a joint venture valued at roughly $30 billion.
- Comcast was the largest U.S. cable operator and a major broadband and video distributor, while also owning some programming assets.
- NBCU owned major broadcast and cable networks and production assets, and held an ownership interest in Hulu, an emerging online video distributor (OVD).
- The complaint alleged the transaction would likely lessen competition in the timely distribution of professional, full-length video programming to residential customers, enabling Comcast to harm rival multichannel video programming distributors (MVPDs) and emerging OVDs.
- Simultaneously with the complaint, the government filed a proposed Final Judgment (consent decree) and a Competitive Impact Statement under the Antitrust Procedures and Penalties Act (Tunney Act).
- After publication and public comment, the government responded to comments and moved for entry of the Final Judgment, including a supplemental filing addressing how decree arbitration would interact with the FCC’s merger conditions.
- The proposed decree permitted the transaction to proceed subject to behavioral conditions, including content licensing and arbitration for OVDs/MVPDs, Hulu governance limits, and broadband non-discrimination and anti-retaliation obligations.

## Issues

1. Whether, under the Tunney Act (15 U.S.C. § 16(e)), the proposed antitrust consent decree was “in the public interest” in light of the competitive harms alleged under § 7 of the Clayton Act.

## Decision

- The court granted the government’s motion and entered the Final Judgment.
- The court held the government met its burden to show the decree fell within the range of settlements consistent with the public interest.
- The court applied a limited, deferential review focused on the relationship between the complaint’s allegations and the decree’s remedies, rather than deciding the § 7 claim on the merits.
- The court found the decree’s terms were reasonable, clear, and enforceable, and that required Tunney Act procedures (notice, comment, responses, and certifications) were satisfied.
- The court rejected requests from commenters to require stronger relief or to block the transaction, concluding such arguments largely challenged enforcement discretion beyond the Tunney Act’s review scope.

## Legal Principles

- In Tunney Act review, a district court does not determine whether the challenged transaction violates antitrust law on the merits; it evaluates whether the proposed consent decree reasonably addresses the harms alleged in the complaint.
- The public-interest inquiry is deferential: the question is whether the decree is within the “zone of settlements” consistent with the public interest, not whether the court would choose a different or broader remedy.
- The court considers competitive impact and whether the decree’s obligations are sufficiently clear and enforceable.
- Behavioral remedies may satisfy the public-interest standard for a vertical merger when they target identified risks, including foreclosure or discrimination affecting rivals and emerging forms of competition (such as OVDs).
- Parallel regulatory conditions (such as FCC merger conditions) may be considered in assessing how remedies operate in practice, so long as the consent decree independently falls within the public-interest range.

## Conclusion

The court entered the negotiated consent decree allowing the Comcast–NBCU joint venture to proceed, holding that the decree’s licensing, arbitration, governance, and non-discrimination obligations reasonably addressed the alleged competitive risks and satisfied the Tunney Act’s deferential public-interest standard.


United States v. Comcast Corp., 808 F. Supp. 2d 145 (D.D.C. 2011)