ICLE Issue Brief

The Competitive Effects of the Proposed Charter/Cox Transaction

Executive Summary

This issue brief analyzes the antitrust implications of the proposed $34.5 billion merger between Charter Communications Inc. and Cox Communications Inc. from a law & economics perspective. We examine the proposed transaction under both a traditional consumer-welfare analysis, as well as the more recent “America First” flavor of analysis. The transaction would combine two major cable operators to create the largest broadband provider in the United States, with approximately 35.9 million residential and business broadband subscribers, and 69.5 million “passings” across 46 states.

The communications market is undergoing significant transformation, characterized by dynamic multi-platform competition from fixed-wireless access, satellite broadband, and streaming services, which exert considerable pressure on traditional wireline providers. The proposed merger is primarily a geographic expansion, rather than a horizontal consolidation within overlapping markets—a distinction critical for antitrust analysis.

From an antitrust standpoint, the parties project to achieve approximately $500 million in annual cost synergies within three years. These efficiencies are anticipated to translate into consumer benefits through potentially lower prices, enhanced service quality, and increased investment in advanced technologies and product innovation, particularly in mobile offerings.

Regulatory bodies, including the U.S. Justice Department (DOJ) and the Federal Communications Commission (FCC), will review the merger. The DOJ will apply the Clayton Act’s “substantial lessening of competition” standard, while the FCC will use its “public interest” framework. Given the minimal geographic overlap and robust multi-modal competition, the deal should not expect major regulatory obstacles on competition grounds. But concerns arising from broader policy agendas—such as diversity, equity, and inclusion (DEI), and the potential for regulatory overreach unrelated to demonstrable competitive harms—may arise.

This brief concludes that, whether evaluated under the traditional consumer-welfare standard or under the emerging “America First” framework, the Charter/Cox merger should be approved. Under either framework, the transaction reflects a strategic adaptation to market pressures, rather than an attempt to monopolize. Under conventional antitrust principles, the absence of significant geographic overlap and the presence of verifiable, merger-specific efficiencies weigh heavily in favor of clearance. Under the newer approach, the deal’s alignment with infrastructure-investment goals, enhanced competitiveness against dominant rivals, and commitments to expand broadband access all further strengthen the case for approval.

Policymakers should focus on demonstrable, transaction-specific competitive effects and adopt a technology-neutral approach to avoid hindering beneficial innovation and investment.

I. Introduction

Charter Communications Inc. and Cox Communications announced a proposed $34.5 billion agreement to combine in May 2025.[1] The combined company would surpass Comcast to become the largest broadband provider in the United States, with approximately 35.9 million residential and business broadband subscribers and 69.5 million passings across 46 states.[2] The company would also be the largest pay-TV provider in the United States, with approximately 14.6 million subscribers.[3] The merged company will be named Cox Communications, but Charter’s Spectrum brand will be retained for consumer services.[4]

This issue brief employs a law & economics approach to evaluate the antitrust and public-policy implications of the proposed merger.

• Section II examines the ongoing transformation of the U.S. communications marketplace, emphasizing the shift from legacy, technology-specific competition to a dynamic environment shaped by platform convergence, emerging technologies, and evolving consumer preferences.
• Section III outlines the analytical frameworks used by both the U.S. Justice Department (DOJ) and the Federal Communications Commission (FCC) in merger review, highlighting the distinct legal standards and policy priorities each agency would bring to its assessment of the Charter/Cox transaction.
• Section IV provides a detailed evaluation of the specific competition issues raised by the proposed merger, including analysis of geographic overlap, product-market definition, and claims of merger-related efficiencies.
• Section V reviews the outcomes and lessons from recent major communications and media merger cases, situating the Charter/Cox transaction within a broader historical and regulatory context.
• Section VI concludes by assessing the likely competitive effects of the merger and offering policy recommendations, with particular attention to the appropriate application of antitrust principles and the need for consistent, technology-neutral regulatory treatment across the sector.

II. The Evolving Communications Marketplace

The communications industry has undergone—and continues to undergo—substantial transformation, marked by technological convergence and erosion of the boundaries that once defined separate markets for television, internet, and telephone services. Consumers now move fluidly among platforms, accessing a growing array of services through broadband, mobile networks, satellite connections, and streaming applications. These shifts have redefined both the structure of competition and the criteria by which market power is assessed. To understand the implications of the Charter/Cox merger, it is essential to examine how these industry changes have altered the competitive landscape and diminished the relevance of legacy regulatory frameworks.

A. Beyond ‘Cable Operator’: The Multi-Platform Reality

To understand this merger’s competitive significance, it should be noted that the term “cable operator” has increasingly been rendered meaningless. The communications landscape of 2025 bears little resemblance to the era when most regulatory frameworks governing the sector were established. In the 1990s, broadcast television, cable TV, landline telephone, mobile telephone, and information services (e.g., internet access) were all distinct technologies with distinct economic markets. Over time, those distinctions have blurred and overlapped to the point where many consumers today do not care—or don’t even know—what technology underlies their access to the internet, video programming, and voice communications.

Around the time the Telecommunications Act of 1996 was passed, cable TV was considered a “bottleneck monopoly.”[5] Cable operators had local monopolies over cable service to households, as only “one percent of communities [were] served by more than one cable system.”[6] In 2013, then-Judge Brett Kavanaugh noted the dramatic increase in competition over the intervening years:

But in the 16 years since the last of those cases was decided, the video programming distribution market has changed dramatically, especially with the rapid growth of satellite and Internet providers. This Court has previously described the massive transformation, explaining that cable operators “no longer have the bottleneck power over programming that concerned the Congress in 1992.” Comcast Corp. v. FCC, 579 F.3d 1, 8 (D.C.Cir.2009); see also Cablevision Systems Corp. v. FCC, 597 F.3d 1306, 1324 (D.C.Cir.2010) (Kavanaugh, J., dissenting) (“This radically changed and highly competitive marketplace — where no cable operator exercises market power in the downstream or upstream markets and no national video programming network is so powerful as to dominate the programming market — completely eviscerates the justification we relied on in Time Warner for the ban on exclusive contracts.”)… In today’s highly competitive market, neither Comcast nor any other video programming distributor possesses market power in the national video programming distribution market.[7]

In a 2015 report and order, the FCC adopted a presumption that cable systems were no longer monopolies and are subject to effective competition.[8] The agency cited increased competition from satellite providers (e.g., DirecTV and DISH) and telephone companies (e.g., Verizon FiOS and AT&T U-verse) as evidence that most cable operators face effective competition. Under the adopted presumption, local authorities could no longer regulate basic-cable rates unless they successfully rebutted the presumption by proving a lack of effective competition.

In 1996, cable TV had 63.5 million subscribers (about two-thirds of TV households)[9] and the fastest home-internet connection was less than 56 Kbs.[10] Direct broadcast satellite was less than two years old[11] and video streaming was virtually unheard of, with RealPlayer being released less than a year earlier.[12] Netflix would launch its DVD-rental service in 1997 and YouTube was nearly a decade away.

Today, the average fixed-internet connection has download speeds of 288 Mbps.[13] Fewer than 50 million households have a “traditional” (e.g., cable or satellite) pay-TV subscription[14] (36% of households) and 55% are “streaming only.”[15] More than 200 streaming platforms are available[16] and 17.2 million homes subscribe to a virtual multichannel video programming distributor (vMVPDs, such as YouTube TV, Hulu+Live, SlingTV, and Fubo).[17] Streaming services account for 46% of household viewing time, with YouTube and Netflix together accounting for a little less than half of that total.[18]

B. Dynamic Competition in Broadband and Mobile

The broadband marketplace has undergone a rapid evolution in recent years.[19] New technologies like fixed wireless access (FWA) and low-earth-orbit (LEO) satellite services have significantly expanded internet access and fostered intermodal competition among providers.[20] For example, 5G FWA has grown into a disruptive competitor, with 77% of operator locations now having 5G, and the North American market for 5G FWA is projected to expand significantly by 2030.[21] Similarly, satellite broadband, offered through networks like Starlink, doubled its subscriber base in 2024, becoming a more viable option, especially for rural consumers.[22] This emergence of diverse platforms means traditional wireline providers—including cable operators—no longer compete in isolation but instead face multifaceted pressures from these new forms of connectivity.[23]

This dynamic competitive environment has yielded tangible benefits for consumers. Broadband speeds have risen consistently across the industry, while prices have generally fallen.[24] The FCC, for instance, last year upgraded its fixed-speed benchmark to 100/20 Mbps and set an “aspirational goal” of 1 Gbps/500 Mbps, reflecting the advancements in available speeds.[25] Furthermore, a growing number of households are now served by multiple broadband providers, enhancing consumer choice and competitive intensity.[26] Despite some critics’ claims of limited competition, statistics indicate that a vast majority of U.S. homes have access to at least three fixed, mobile, or satellite broadband services.[27]

Beyond these emerging technologies, competition from other established wireline providers remains significant. For instance, AT&T has been aggressively expanding its fiber footprint, with plans to pass over 30 million premises with fiber by the end of 2025, and potentially 60 million by 2030 through new partnerships and acquisitions.[28] Verizon also continues to be a major competitor with its fiber buildout plans.[29] These extensive fiber rollouts directly compete with cable broadband services, especially for high-speed connectivity, thus necessitating strategic responses from cable operators to maintain their market position.

The mobile market also already presents a critical dimension of competition, as well as a significant growth opportunity for broadband providers. Cable-wireless services, such as Charter’s Spectrum Mobile and Comcast’s Xfinity Mobile, have rapidly evolved into significant competitive forces in the mobile-telecommunications market, leveraging existing cable infrastructure and bundled service offerings to attract customers, often at lower prices. This exerts considerable competitive pressure on traditional wireless carriers like AT&T, Verizon, and T-Mobile.[30]

The proposed Charter/Cox merger aims to capitalize on these mobile opportunities. Cox, which launched its mobile service nationally in early 2023, is relatively “underpenetrated” in this market, with an estimated 200,000 mobile lines, compared to Charter’s 10.4 million.[31] The combined entity would have the opportunity to extend Charter’s more favorable mobile virtual network operator (MVNO) terms with Verizon to Cox’s customer base, offering lower-priced converged fixed and mobile offerings that tend to increase customer retention and improve economics.[32] This strategic move would bolster mobile competition within Cox’s legacy footprint, directly benefiting consumers with more competitive options.

C. The Imperative of Scale in Capital-Intensive Industries

The modern communications industry, encompassing broadband and mobile services, is characterized by its inherent capital intensity, demanding substantial and ongoing investments for technology deployment and network upgrades, as ICLE reported in a 2024 white paper:

Investment and innovation do not solely come from new entrants, as incumbents often are important sources of innovation while they try to stay competitive and avoid disruption. In this way, providers compete through new product introductions and disruption, not just on price. Because of these dynamics, mergers and increased concentration can sometimes be associated with increased investment, in that they may allow firms to achieve greater economies of scale and scope.[33]

Providers must continually invest in infrastructure, such as fiber and the latest Data Over Cable Service Interface Specification (DOCSIS) standards, to deliver ever-increasing broadband speeds and capabilities, as well as to expand and enhance mobile networks. These capital requirements mean that achieving greater scale is an economic imperative to enable more efficient investment and sustain competitiveness in a rapidly evolving landscape.

This need for scale is amplified by the dynamic nature of competition across various platforms and technologies. Cable operators like Charter and Cox no longer operate in a siloed market. They face significant pressure from diverse competitors, including expanding fiber footprints from AT&T and Verizon, disruptive FWA services from T-Mobile and Verizon, and LEO satellite-broadband providers like Starlink. In this multi-platform reality, achieving greater scale allows companies to allocate resources more effectively across various regions and technologies, ensuring they can keep pace with innovation and consumer demand.

A crucial area where increased scale offers tangible economic benefits is in MVNO agreements. Cable companies typically offer mobile services by leveraging existing wireless infrastructure through MVNO deals with national carriers like Verizon.[34] Charter, with its substantial mobile presence of 10.4 million wireless lines, has demonstrated that it can compete effectively in this space. By combining with Cox, whose mobile service is relatively underpenetrated with only 200,000 customers, the merged entity can extend Charter’s more advantageous MVNO terms with Verizon to Cox’s customer base.[35] This not only would offer lower-priced converged fixed and mobile offerings to Cox customers, but also bolster overall mobile competition within Cox’s existing footprint by providing a stronger alternative to traditional wireless carriers.

Beyond favorable MVNO terms, increased scale also contributes to improved marketing and branding capabilities. The combined company, with 69.5 million passings and 37.6 million customers, would become the largest broadband provider in the country, surpassing Comcast. This expanded footprint and customer base would enhance the combined company’s ability to compete against national competitors through more effective branding and sales efforts. The planned rollout of Spectrum-branded products across Cox’s service area, including Advanced Wi-Fi and Spectrum Mobile with Mobile Speed Boost, aims to leverage this expanded scale to drive sales and reduce customer churn.[36]

Crucially, the Charter/Cox merger is largely considered a geographic expansion, rather than a consolidation that eliminates head-to-head competition. Charter and Cox do not significantly overlap within their service footprints. This distinction is vital for antitrust analysis under Section 7 of the Clayton Act, which prohibits mergers that may substantially lessen competition. In this case, the transaction aims to achieve greater scale across different regions without directly reducing the number of competitors in any given local market. This approach is distinct from more problematic recent mergers, such as Comcast’s attempted acquisition of Time Warner Cable (discussed below), which faced significant antitrust opposition due to overlapping concerns.

III. Competitive Review Frameworks: DOJ and FCC

The review of the proposed Charter/Cox transaction requires navigating two distinct regulatory frameworks, each grounded in unique statutory mandates and institutional priorities. The DOJ evaluates mergers primarily through the lens of antitrust law, focusing narrowly on whether a transaction may substantially lessen competition or create a monopoly, as set forth in the Clayton Act. In contrast, the FCC undertakes a broader inquiry guided by the Communications Act’s “public interest” standard, which allows consideration of an array of economic, social, and policy factors beyond pure competition.

This dual-track review not only shapes the substantive analysis of competitive effects but also influences the inquiry’s procedures, evidentiary burdens, and types of conditions or remedies that may be imposed on the merging parties. The following sections describe the distinct standards and practices applied by each agency as they assess major communications-industry transactions.

A. The Clayton Act (DOJ) and the ‘Substantial Lessening of Competition’ Standard

Section 7 of the Clayton Act reflects congressional intent to arrest anticompetitive conduct before it reaches full monopolization by forbidding mergers whose effect “may be substantially to lessen competition, or to tend to create a monopoly.”[37] The U.S. Supreme Court has characterized this language as creating “a relatively expansive definition of antitrust liability.”[38]

The DOJ’s merger-review process operates through a burden-shifting framework established in cases like Philadelphia National Bank.[39] When the government establishes a prima facie case showing a substantial lessening of competition through structural presumptions or other evidence, defendants bear the burden of rebutting this showing with evidence demonstrating that the merger will not harm competition.[40] The structural presumption creates a rebuttable inference of illegality when mergers significantly increase concentration in highly concentrated markets, as measured by tools like the Herfindahl-Hirschman Index (HHI). The DOJ’s 2023 Merger Guidelines establish presumptions for mergers creating firms with market shares exceeding 30%, or HHI increases of more than 100 points in markets with post-merger HHI levels above 1,800.[41]

Economic analysis plays a central role in modern merger review. Its application, however, remains “surprisingly elusive,” as it is constrained by legal precedent and statutory interpretation.[42] While agencies employ sophisticated analytical techniques—including merger simulation, diversion analysis, and natural experiments to assess competitive effects—these economic tools are constrained by the legal framework established by Section 7’s text and judicial interpretation. The Clayton Act does not require certainty of harm but rather assessment of risk based on the totality of available evidence.

The distinction between different merger types proves crucial for understanding DOJ enforcement patterns. Geographic expansion mergers, where companies operate in different markets, typically receive more favorable treatment than horizontal mergers that eliminate head-to-head competition. For example, the DOJ recently approved T-Mobile’s transaction with UScellular, which had a significant geographic-extension element.[43] Such transactions do not eliminate existing competition between merging parties, reducing the immediate competitive concerns that trigger structural presumptions. Geographic expansion allows firms to extend their market reach and increase scale economies without directly consolidating market share in existing territories, distinguishing these transactions from mergers that combine direct competitors in the same geographic markets.[44]

B. The ‘Public Interest’ Standard (FCC)

The FCC’s review of the proposed merger will proceed on a separate and fundamentally different track from the antitrust analysis conducted by the DOJ. While both agencies scrutinize the transaction’s competitive effects, the FCC operates under the Communications Act’s broad and ill-defined “public interest, convenience, and necessity” standard, as explained in ICLE’s comments in the FCC’s “Delete, Delete, Delete” proceeding:

The FCC’s transaction-review process, rooted in the Communications Act of 1934, has evolved into a complex, time-consuming, and often unpredictable system that frequently duplicates efforts already undertaken by antitrust authorities. The current dual-review system imposes substantial costs on merging parties without clear commensurate benefits. While the FTC and U.S. Justice Department (DOJ) focus narrowly on demonstrable competitive harms, the FCC employs a broader and more ambiguous “public interest” standard that allows for wide-ranging inquiries, and often demands conditions that extend beyond competition concerns. This expansive approach not only creates regulatory uncertainty but also significantly increases transaction costs and extends timelines for business combinations that might otherwise benefit consumers through enhanced efficiencies and innovation.[45]

The FCC’s authority is triggered by the companies’ need to transfer control of their various FCC licenses—a procedural hook the agency has long used to conduct comprehensive merger reviews. The process is managed by a dedicated FCC transaction team that establishes a public docket, inviting comments and petitions to deny from third parties.[46] The FCC established its public docket in the Charter/Cox proceeding Sept. 5, 2025, with a public comment period set to close Oct. 5, 2025.[47]

This public phase is critical, as it allows competitors, consumer advocates, and other stakeholders to introduce arguments and evidence that shape the scope of the commission’s inquiry, often extending it far beyond the transaction’s direct competitive effects. The commission’s initial analytical step will be to define the relevant product and geographic markets to assess competitive harm.

It is likely the FCC will determine that the transaction is not a conventional horizontal merger, as the firms’ cable and broadband service territories have almost no geographic overlap. For example, when the commission recently approved Verizon’s acquisition of Frontier, the competitive analysis focused on whether the transacting parties “currently provide, or are likely to provide, products or services that consumers view as substitutes within the same relevant geographic market.”[48] In addition, where there is no geographic overlap, the commission has indicated that no analysis of horizontal effects is necessary.[49]

This finding of almost no geographical overlap is significant, not because it exonerates the merger, but because it dictates the subsequent analytical pivot. With minimal direct horizontal harm to analyze at the local retail level, the commission could shift focus to national-level, nonhorizontal theories of harm. This dynamic was central to the reviews of prior major cable mergers, such as the abandoned Comcast/Time Warner Cable transaction and the approved Charter/Time Warner Cable deal, where concerns about national scale—not local overlaps—dominated the proceedings.

It is this focus on national harms unrelated to competition issues where the FCC’s unique public-interest standard becomes most potent, and potentially capricious. Unlike the Clayton Act standard used by the DOJ, the FCC’s framework effectively reverses the burden of proof. The merging parties must affirmatively demonstrate that their combination will produce tangible public-interest benefits that outweigh any potential harms.[50] The term “public interest” is capacious, allowing the commission to consider a wide array of policy goals beyond economic efficiency, including the promotion of localism, programming diversity, and the deployment of advanced services. This means a transaction that is competitively neutral, or even one with harms that fall short of being “substantial,” could be blocked or conditioned if the parties fail to make a sufficiently compelling affirmative case.

The FCC’s approach is not a sterile application of economic theory, but a process heavily influenced by precedent and political pressure. The conditions imposed in the Comcast/NBCUniversal and Charter/Time Warner Cable mergers—as well as the T-Mobile/UScellular transaction and Skydance’s recent acquisition of Paramount—serve as precedent, and hint at the FCC’s approach to the Charter/Cox deal.

Arguments and demands submitted to the public docket by influential third parties will also play a crucial role in defining the scope of perceived harms, and shaping the ultimate remedy. The commission will weigh the potential harms—both those identified by its staff and those advanced by outside parties—against the procompetitive justifications offered by Charter and Cox.

History suggests that the FCC is unlikely to block the merger outright. Instead, the agency can “slow walk” the process or identify potential harm to the “public interest” as leverage to extract a set of “voluntary” conditions that the companies must accept to win approval. This practice of “regulation by adjudication” allows the FCC to impose its policy preferences on the merging parties without undergoing a formal rulemaking process. Moreover, such conditions are not subject to the same cost-benefit analysis or judicial scrutiny as formal rules,[51] giving the agency immense discretionary power.

The FCC’s typical regulatory approach has become even more strategically important for the commission in the current legal environment. The Supreme Court’s recent decision in Loper Bright to overturn the Chevron doctrine has weakened the legal foundation for broad agency rulemakings by eliminating judicial deference to an agency’s interpretation of its governing statutes.[52] With its general rulemaking authority now more vulnerable to legal challenge, the FCC has a powerful incentive to use the merger-review process as its preferred vehicle for regulation.

C. The Trump Administration’s Approach to Mergers

The Trump administration’s approach to merger review represents a departure from the approach of past Republican administrations, embodying what officials have variously christened “America First Antitrust,” “MAGA Antitrust,” and “Hillbilly Antitrust.”[53] The framework combines populist skepticism of corporate concentration with nationalist economic priorities, creating a more interventionist enforcement posture than previous Republican administrations.

The DOJ’s antitrust review would be conducted under Assistant U.S. Attorney General Gail Slater’s “America First Antitrust” doctrine, which prioritizes protecting “America’s forgotten consumers” through targeted litigation, rather than broad regulatory schemes.[54] This approach views antitrust enforcement as a tool that uses courts as a “scalpel” to excise monopolistic behavior without burdening entire industries with preemptive rules.[55] The DOJ has retained the Biden administration’s aggressive 2023 Merger Guidelines, which establish lower concentration thresholds and expanded theories of harm beyond traditional price effects, including labor-market impacts and potential competition concerns.

The administration’s enforcement philosophy explicitly rejects what it sees as the consumer-welfare standard’s narrow focus on price.[56] Federal Trade Commissioner Mark Meador, for example, argues that antitrust enforcement should focus on the welfare of consumers as buyers, not corporate efficiency gains, effectively excluding most merger-generated cost savings from competitive analysis unless directly passed to consumers.[57] This doctrinal shift enables challenges based on broader theories of harm, including monopsony power over suppliers, elimination of potential competition, and labor-market-concentration effects.

FCC Chair Brendan Carr’s “Build America Agenda” prioritizes infrastructure deployment, spectrum efficiency, and national technological leadership over traditional competition concerns.[58] This framework views telecommunications mergers through the lens of enhancing American competitiveness against foreign rivals and accelerating next-generation network deployment.

Carr has also introduced an unprecedented element to FCC merger review by threatening to block transactions involving companies that maintain what he terms “invidious” diversity, equity, and inclusion (DEI) programs.[59] This represents a novel use of the commission’s public-interest authority to advance broader administration policy objectives beyond traditional communications regulation. The FCC has already demonstrated this approach’s practical impact: T-Mobile was required to modify its DEI policies to secure approval for its Lumos Fiber acquisition,[60] as well as its transaction with UScellular.[61] Verizon received approval for its $20 billion Frontier purchase shortly after announcing the elimination of its DEI initiatives.[62] This creates a new category of merger condition, where companies must align their employment and corporate-governance practices with administration priorities to obtain FCC clearance.

The DEI enforcement mechanism expands the FCC’s leverage in merger negotiations beyond traditional public-interest considerations such as service quality, network investment, and competitive effects. Companies seeking merger approval must now evaluate whether their corporate policies on workplace diversity could trigger regulatory opposition, with the FCC effectively using the merger-review process as a vehicle to reshape private-sector employment practices. This approach transforms telecommunications merger review into a broader policy-enforcement tool that extends well beyond the communications sector’s traditional regulatory boundaries.

The precedent set by the T-Mobile/Sprint merger approval demonstrates how Trump administration officials resolve tensions between anti-concentration principles and national policy objectives. That transaction combined two of the four national wireless carriers, creating presumptive competitive harm, yet received approval based on complementary spectrum assets that would accelerate nationwide 5G deployment.[63] The agencies imposed strict build-out commitments and engineered complex structural remedies to preserve market structure while achieving infrastructure-policy goals.[64]

For the Charter/Cox transaction, the DOJ could focus on potential monopsony effects in content-purchasing markets or labor-market-concentration concerns. The combined entity would become the largest buyer of video programming, potentially enabling it to extract lower rates from content creators. But it should be noted that the companies’ “no overlap” defense—that they operate in distinct geographic markets—significantly complicates horizontal-merger analysis. The administration’s retained 2023 Merger Guidelines provide tools to challenge the merger on national-concentration theories, but litigation risks remain substantial, given the lack of direct competitive overlap.

Critically, the enforcement agencies would likely pursue a negotiated settlement rather, than outright challenge. This reflects some of the recent agreements noted above, where the administration was not interested in blocking deals, per se, but instead in using potential deals as leverage to extract concessions that advance broader policy objectives. For example, Slater’s pragmatic approach—demonstrated in approving the Capital One/Discover merger that the Biden administration reportedly planned to block—suggests a willingness to accept deals with appropriate conditions.[65] The Charter/Cox merger’s alignment with infrastructure-investment goals and its potential to create a stronger competitor to dominant players like Comcast and vertically integrated platforms like Amazon and Apple provide pro-competitive justifications that may reduce the attractiveness of litigation, even if other ancillary demands are pursued.

Further, the FCC review should present few obstacles, as the companies’ goal for the merger is to advance a plan that is highly consistent with the “Build America Agenda” through promised infrastructure investments and expanded broadband access.[66] The companies have strategically emphasized commitments to accelerate fiber deployment, enhance rural-broadband service, and repatriate customer-service jobs to the United States. These promises align with Carr’s public-interest priorities.

Following the T-Mobile-Sprint template of extracting enforceable commitments in exchange for merger clearance, conditional approval represents the most probable outcome. Likely conditions could include aggressive build-out timelines with penalty provisions, price-protection commitments for existing customers, enhanced mobile-competition requirements, and elimination of company DEI policies.

The administration’s merger-review process reflects its broader philosophy of using government power strategically, rather than reflexively opposing corporate consolidation. Even under the populist “America First” framework, the Charter/Cox merger’s geographic complementarity, infrastructure-investment commitments, and alignment with national-competitiveness goals position it favorably for approval with conditions that transform potential competitive concerns into vehicles to achieve the administration’s policy priorities.

D. Regulatory Asymmetry

The modern communications marketplace suffers from fundamental regulatory inconsistencies. Traditional cable operators pursuing horizontal mergers, such as Charter and Cox, face intensive scrutiny from both the DOJ under Section 7 of the Clayton Act and the FCC under its “public interest” standard. Meanwhile, technology giants have vertically integrated across similar competitive spaces with minimal oversight.[67] This asymmetry distorts market outcomes by imposing differential regulatory burdens, rather than allowing economic efficiency and consumer preference to determine competitive success.

The regulatory burden imposed on traditional cable operators creates substantial transaction costs and uncertainty. The dual-review process requires significant legal fees, economic-consulting expenses, and executive attention diverted from core operations.[68] The FCC’s “public interest” standard proves particularly problematic because it lacks clear boundaries. Unlike DOJ analysis focused on demonstrable competitive harms, the FCC may extract concessions on matters unrelated to competitive effects. This transforms merger review into de-facto rulemaking, creating a permission-based system that chills pro-competitive transactions and investment.

Technology platforms have assembled vertically integrated ecosystems without equivalent regulatory oversight. For example, Google distributes programming via YouTube and YouTube TV and operates fiber infrastructure in select markets. Amazon has become a major content producer through acquisitions like MGM and the company’s extensive investment in original programming. This content reaches consumers through Prime Video, which accounts for nearly 4% of household viewing time,[69] some of which is consumed on Amazon’s Fire TV devices. Netflix transformed from a content aggregator into a dominant production studio with an annual content budget of $18 billion, rivaling traditional media companies.[70] This vertical integration fundamentally altered video-programming-market dynamics, creating a powerful content buyer and direct competitor to programmers and distributors.

The disparate treatment across technologies lacks coherent consumer-welfare justification. Subjecting one set of firms to intensive and costly review while allowing others to integrate with minimal oversight does not protect competition, but skews it. The result creates structural disadvantages for traditional providers based on legacy regulations, rather than competitive merit. This asymmetry distorts competition, discourages investment where it is most needed, and fails to address the competition posed by vertically integrated technology platforms.

A coherent regulatory framework would move beyond historical technology-driven distinctions to apply technology-neutral principles that reflect consumer behavior. Without such modernization, antitrust enforcement becomes arbitrary, penalizing incumbents for attempting to achieve scale and scope that unregulated rivals have already attained. Sound economic policy requires consistent treatment of similar competitive behaviors regardless of corporate heritage or regulatory classification.

IV. Potential Competition Issues in the Charter/Cox Merger

The competitive effects of the proposed Charter/Cox merger are best understood within the broader context of today’s rapidly evolving communications market. Effective analysis requires a careful examination of how the merger might affect competition across both fixed broadband and video services, considering the intersection of overlapping and non-overlapping geographic footprints, emerging technologies, and shifting consumer-demand patterns. This section assesses potential competition concerns by focusing first on the fixed and mobile broadband markets, where intermodal rivalry and expanded provider choice have redefined competitive dynamics, and then on the implications for video distribution in light of changing market definitions and increasing cross-platform convergence.

A. Fixed and Mobile-Wireless Broadband

Antitrust analysis of this transaction will likely focus on the fixed broadband market, as the deal would create the largest broadband provider in the United States. Even so, there is extraordinarily little geographic overlap between the areas served by Charter and Cox. Less than 0.1% of broadband serviceable locations in the combined footprints are served by both companies.[71] In addition, more than half of Charter locations and about half of Cox locations already are served by competing fiber providers.[72]

ICLE reported in 2024 that broadband competition is intense and dynamic.[73] Since the COVID-19 pandemic, more households are connected to the internet; broadband speeds have increased, while prices have fallen; more households are served by multiple providers; and newer technologies like satellite and 5G have expanded internet access and intermodal competition among providers. For example, from the end of 2019 through June 2025, while the overall Consumer Price Index increased by 24.3%, the index for internet services and electronic-information providers rose by just 9.0%.[74]

The International Technology & Innovation Foundation (ITIF) similarly reports that cable companies face increasing competition, such that “cable’s long-time dominance [in broadband] is fading due to new alternatives entering the market or existing companies expanding their footprint and capacity.”[75] For example, in the second quarter of 2025, Spectrum’s tally of internet customers fell by 117,000.[76]

From 2019 to 2024, the total number of subscribers to fixed wireless-access products from AT&T, T-Mobile, Verizon, and UScellular grew from less than 1 million to nearly 12 million, amounting to a 68% cumulative annual growth rate.[77] In the first quarter of 2025, 12.7 million subscribed to FWA.[78] At a March 2025 event, FCC Chairman Brendan Carr noted that “the evidence shows that when we get a new fixed wireless provider that comes in… prices decrease.”[79] In addition, Starlink’s satellite-broadband service has more than 2 million “active” U.S. subscribers,[80] while reaching 99.8% of broadband-serviceable locations in the United States. Another satellite service, Amazon’s Project Kuiper, plans to offer internet service with speeds of 100 Mbps to 1 Gbps by the end of 2025.[81]

An ICLE issue brief on T-Mobile’s transaction with UScellular reported that mobile-wireless services have been a growing segment of the mobile broadband market, with cable companies like Comcast and Charter exerting competitive pressure:

In less than a decade, cable-wireless providers have rapidly evolved from nascent entrants to significant competitive forces in the mobile-telecommunications market. Their market share has grown substantially, with recent estimates indicating they’ve captured more than half of new subscribers. This growth demonstrates that consumers view cable-wireless offerings as viable substitutes for traditional wireless services. Moreover, cable-wireless providers now cover a significant portion of the population, including within UScellular’s footprint. This indicates that their services are widely available, and they compete directly with traditional carriers in many local markets.[82]

Despite the growth of cable wireless, however, the largest providers combined still likely account for less than 5% of U.S. mobile subscribers.[83]

B. Video Services

For video services, a market definition narrowly confined to traditional MVPDs, such as cable and satellite providers, is economically indefensible and detached from current market realities. Consumers have demonstrated that they view traditional MVPDs as competitive substitutes with the vast array of over-the-top (OTT) services, including subscription video-on-demand (SVOD), advertising-supported video-on-demand (AVOD), and virtual MVPDs (vMVPDs).[84] “Cord-cutting,” the persistent, large-scale consumer migration from traditional pay-TV to these internet-delivered alternatives provides evidence of high demand-side substitutability and cross-elasticity of demand, the foundational criteria for market definition under established legal and economic principles.

Moreover, as noted above, the service footprints of the two cable operators are geographically distinct and do not overlap. A consumer in a Charter territory cannot choose Cox for cable service, and vice versa. Consequently, the transaction does not eliminate head-to-head competition between the two firms in the provision of their primary video offerings. This fact alone distinguishes the transaction from mergers that consolidate rivals within the same geographic area and immediately lessens the potential for the kinds of unilateral or coordinated anticompetitive effects that typically animate antitrust concern. The merger is a combination of two sets of non-competing local assets.

The U.S. video market is a fragmented and fiercely competitive space dominated by numerous well-capitalized global and national firms. For example, based on total television viewing time, YouTube and Netflix combined account for almost the same amount of household viewing time (21.1%) as all cable operators combined (23.4%).[85] Even in a narrowly defined “pay TV” market comprised of cable, satellite, and vMVPD providers, the merged company would have a market share of 23% of subscribers. This results in an HHI of 1,502, well below the 2023 Merger Guidelines thresholds for a highly concentrated market.[86]

The competitive discipline in the modern video market is further amplified by exceptionally low consumer-switching costs. Unlike the legacy cable model, which often involved annual contracts, professional installation, and equipment rental, consumers can subscribe to or cancel most OTT services in minutes with no long-term commitment. This consumer empowerment creates significant market fluidity, evidenced by high churn rates for SVOD services, which have grown substantially since 2019. The constant threat that a subscriber will switch to a rival service in response to a price increase or degradation in quality or content selection imposes a powerful constraint on the behavior of all market participants, including a post-merger Charter/Cox.

The transaction is thus best understood not as an anticompetitive move to consolidate market power, but as a pro-competitive response to growing competition from vertically integrated media conglomerates and global technology platforms. Companies like Disney, Warner Bros. Discovery, Google (YouTube), and Amazon leverage immense scale in both content production and global distribution, creating competitive challenges for regional distributors. By combining assets, Charter and Cox can achieve the necessary scale to negotiate for programming on more favorable terms, creating efficiencies that can be passed on to consumers. This rationale mirrors the logic accepted in prior vertical media mergers, such as AT&T’s acquisition of Time Warner, which was positioned as necessary to compete with the rising power of large technology firms in content distribution.

Consumer group Public Knowledge has expressed concerns that a larger combined distributor might use its position to foreclose independent programmers or limit content diversity.[87] Such concerns are misplaced in the current video-distribution market. To compete effectively against the vast and exclusive content libraries of services like Netflix, Disney+, and HBO Max, video distributors have a powerful commercial incentive to cost-effectively offer the most compelling and diverse array of programming possible in order to attract and retain subscribers.

Any attempts to limit choice would be self-defeating, as consumers would quickly migrate to other platforms. Moreover, programmers today have more routes to market than at any point in history. They are no longer dependent on a handful of cable and satellite operators for distribution and can reach audiences directly through their own apps or via partnerships with numerous national and global OTT services.

C. Efficiencies and Consumer Benefits

Unlike previous failed consolidation attempts in the cable industry—most notably, Comcast’s 2015 bid for Time Warner Cable—the Charter/Cox proposal combines largely non-overlapping geographic footprints. This distinction is crucial for antitrust analysis. As noted above, rather than eliminating head-to-head competition in local markets, this transaction resembles a geographic expansion that allows the combined company to achieve greater scale across different regions.

This scale matters for reasons beyond market share. The communications industry requires enormous capital investments to deploy advanced technologies. USTelecom estimates broadband investments have averaged $100 billion a year (inflation adjusted) over the past decade.[88] Charter and Cox project approximately $500 million in annualized cost savings within three years of the deal.[89] If realized, these savings could be invested in network upgrades (e.g., expanding gigabit and multi-gigabit capabilities, and accelerating deployment of the DOCSIS 4.0 internet-communications standard); product-offering innovations (such as converged mobile and broadband bundles, where a larger entity might secure better MVNO terms); and improved customer service.

In addition, the companies claim the merged firm’s increased scale will result in lower costs per passing or per customer.[90] Their consultants also claim the merger will result in lower programming-acquisition costs, but have not provided sufficient information to the public to evaluate the claim.[91]

Offloading is the practice of routing mobile-data traffic over Wi-Fi networks instead of traditional cellular networks. Charter claims that 87% of its Spectrum Mobile traffic flows over Wi-Fi access points.[92] The merger will increase the number of Wi-Fi access points available to support the company’s mobile services, increasing the availability to offload mobile traffic on to Wi-Fi and thereby reducing the amount of network access purchased through MVNO agreements.[93]

Charter and Cox claim the merger would create cost savings by eliminating Cox’s current syndication agreements regarding consumer premises equipment (CPE) and video services. Currently, Cox has a syndication agreement with a third party (reportedly Comcast) to provide equipment.[94] Charter has developed its own customer equipment for modems and routers. After the merger, Cox customers will transition to Charter’s equipment platform, removing the syndication fees Cox currently pays. The parties argue that these savings could then be passed on to customers through lower prices or better service quality.[95] These characteristics not only mitigate concerns under the traditional Clayton Act analysis, but also match the priorities emphasized by the “America First Antitrust” approach, which favors transactions that expand infrastructure, increase competitiveness, and deliver direct consumer benefits.

LightReading reports that Cox has currently uses the X1 and Xumo video platform through a syndication deal.[96] Charter and Cox’s consultants conclude this results in “double marginalization” in which the upstream technology provider sets syndication fees above its own marginal costs, and Cox, in turn, prices its video service above these syndicated input costs to earn a return.[97] Charter plans to move Cox customers to its own video platform, which bundles traditional TV with free ad-supported versions of popular streaming services like Disney+, HBO Max, and Paramount+.[98] This platform also includes a digital store where customers can easily add streaming apps and upgrade to ad-free versions if they want.

Charter argues that its larger scale after acquiring Cox will reduce equipment and service costs significantly. The company says it will reinvest these savings into network improvements and new services for customers. By bringing Cox’s operations in-house instead of relying on third-party syndication agreements, the merged company expects to operate more efficiently and offer customers better value through improved bundling options and lower operational costs.

V. Lessons from Past Merger Reviews

The regulatory and competitive landscape surrounding large-scale communications mergers has evolved significantly over the past decade, shaped both by shifting market dynamics and by changing enforcement priorities. To understand the likely trajectory and evaluation of the proposed Charter/Cox transaction more fully, it is instructive to examine recent precedent in U.S. telecommunications and media mergers. This section examines the Comcast/Time Warner Cable and AT&T/Time Warner merger reviews and draws out key analytical lessons from their outcomes and implications for future merger reviews.

A. Comcast/Time Warner Cable (2015)

In 2015, Comcast abandoned its plans to acquire Time Warner Cable Inc. (TWC) for approximately $45.2 billion.[99] The deal was scuttled following formal notification from both the DOJ and the FCC that their staffs intended to oppose the deal. The regulators argued that the combined entity’s national scale would make it an “unavoidable gatekeeper” with the ability and incentive to harm the then-nascent online video distributor (OVD) market to protect the companies’ legacy pay-TV business.[100] These theories of harm focused on the potential for the merged firm to leverage its market power in broadband distribution to raise costs for OVDs through interconnection fees and to restrict their access to programming content.

Today, the factual premises underlying these theories have been fundamentally altered. The OVD market is no longer nascent. Instead, the OVD business is a mature, dominant force in media, with streaming’s share of television viewership now eclipsing that of broadcast and cable combined. Concurrently, the broadband market has become more competitive, with fiber, fixed wireless, and satellite services providing increasingly viable alternatives to cable. Moreover, a merged Charter/Cox entity would lack the significant vertical integration into content production that was a key aggravating factor in the Comcast/TWC review.

Similar to the proposed Charter/Cox deal, the proposed Comcast/TWC transaction lacked direct, head-to-head competition between the two companies.[101] Comcast and TWC operated in almost entirely separate geographic territories, a common feature of the U.S. cable industry. Therefore, consumers in any given local market would not see the number of available cable or broadband providers reduced as a direct result of the merger. This absence of horizontal overlap meant that traditional antitrust metrics, such as local market concentration as measured by HHI, were largely irrelevant to the consumer-facing retail markets.

As a result, regulators shifted their analysis away from traditional theories of harm based on the elimination of a direct competitor. Instead, the DOJ and FCC focused on potential anticompetitive effects stemming from the combined entity’s substantial increase in national scale. The agencies advanced a “gatekeeper” theory, contending that the merger would make a combined Comcast/TWC an “unavoidable gatekeeper for Internet-based services that rely on a broadband connection to reach consumers.”[102]

Thus, rather than focusing on competition in the market for broadband service, the agencies turned their attention to competition on the broadband platform itself. The concern was not that the merged firm would raise prices for its own subscribers, but that it would use its control over access to those subscribers to harm other companies operating in upstream and downstream markets, particularly in the emerging online-video space.

In particular, the government’s case against the merger centered on the perceived threat to the then-nascent OVD services, such as Netflix and Hulu.[103] Regulators theorized that a larger, more powerful cable operator, seeing OVDs as a threat to its profitable legacy pay-TV business, would possess both an increased ability and a heightened incentive to disadvantage these emerging online competitors. Government reviewers articulated three specific economic theories of harm to substantiate this concern.[104]

1. Increased bargaining power in interconnection, in which it was argued that a larger internet service provider (ISP) could leverage its control over a greater number of broadband subscribers to demand higher fees from OVDs for interconnection (e., the physical exchange of traffic required to deliver video streams to consumers).[105] These higher costs would either be passed on to consumers through higher OVD subscription prices or would reduce OVDs’ margins, thereby stifling their ability to invest in content and innovation and ultimately limiting their growth and competitive viability.²
2. Increased bargaining power in programming negotiations, in which the merged firm would represent a much larger share of the national market for video distribution. The increased buyer power—or monopsony power—could be used to force television programmers like Disney, Viacom, or Discovery to accept restrictive contract terms.[106] Specifically, regulators feared the merged entity would demand alternate-distribution means (ADM) clauses that would prohibit or penalize programmers for licensing their content to OVDs. In this way, they could starve online rivals of the programming needed to compete effectively with the traditional cable bundle.[107]
3. Internalization of externalities. This more complex economic argument focused on the merged firm’s anticipated incentives. Under this theory, it was argued that, when a single cable operator takes an action that harms an OVD (g., by degrading its video quality or imposing a restrictive data cap),[108] it creates a positive externality for other cable operators, as the OVD is now a weaker competitor for all of them. The individual operator, however, only considers the benefit to its own business. A merger between two large operators would cause the new, larger firm to internalize these externalities and would account for the benefits that its anticompetitive actions confer on its newly acquired territories.[109] This internalization, in turn, would increase the firm’s overall incentive to engage in conduct harmful to OVDs, as it would now capture a larger share of the industrywide gains from such a strategy.

These theories of anticompetitive harm were advanced while the FCC was in the midst of drafting its 2015 Open Internet Order, also known as “net neutrality,” which mandated policies involving interconnection, blocking, throttling, paid priority, and data caps that were identified as necessary (or desired) to preserve a so-called “open” internet.[110]

An aggravating factor in the merger review was Comcast’s vertical integration into content through its ownership of NBCUniversal (NBCU).[111] This ownership distinguished the proposed merger from a pure horizontal combination of distribution assets. Time Warner Cable, having been spun off from Time Warner Inc. in 2009, did not own significant programming assets of its own. Comcast’s ownership of a major content studio created what regulators saw as a powerful, two-sided incentive to foreclose rivals. The merged firm could potentially harm OVDs, not only to protect its legacy cable-distribution business, but also to advantage its own content business.[112] This vertical integration amplified concerns raised by the programming-negotiation theory of harm, making the threat of anticompetitive foreclosure appear more concrete and credible to regulators.

The decade since the scuttled Comcast/TWC merger has been a period of substantial transformation in the media and communications landscape. The competitive dynamics and market structures of 2025 bear little resemblance to those of 2015.

• In 2015, regulators characterized OVDs as “nascent,” with entrants requiring protection from entrenched incumbents. By 2025, this narrative has been inverted. Today, streaming’s share of total television usage (46%) surpasses the combined share of broadcast and cable television (42%).[113] In 2015, around 50% of U.S. households held subscriptions to streaming services; in 2023, 83% of households subscribed to one or more of the major streaming providers.[114]
• The competitive landscape for broadband-internet access has also become significantly more dynamic. In 2015, 16% of households had no access to download speeds of 25 Mbps or higher and 45% only had access from a single provider. Today, a large majority of U.S. homes have access to at least three fixed, mobile, or satellite broadband services with speeds of 100 Mbps or higher.[115]
• Several net-neutrality orders have come and gone. Most recently, the 6^thS. Court of Appeals struck down the FCC’s 2024 effort to regulate broadband-internet providers as common carriers under the guise of net neutrality.

This evolution renders meaningless the main competitive concerns raised in the Comcast-TWC merger 10 years ago.

B. AT&T/Time Warner (2018)

The DOJ’s challenge to the AT&T/Time Warner merger in 2018 was the first fully litigated vertical-merger case in four decades.[116] The government’s ultimate failure to block that deal established a clear and demanding evidentiary standard for future challenges to a nonhorizontal merger, favoring evidence-based economic analysis over speculative theories of competitive harm.

The DOJ’s case rested on a vertical-foreclosure theory, arguing that the combined firm would have both the incentive and ability to leverage Time Warner’s seemingly indispensable Turner networks to raise programming costs for its distribution rivals, such as cable and satellite companies.[117] This argument was grounded in economic principles—chiefly the Nash Bargaining Theory—that posited that AT&T’s ownership of its own distributor (DirecTV) would reduce its downside risk from a programming blackout with a rival, thereby increasing its bargaining leverage in carriage negotiations.[118]

The U.S. District Court for the District of Columbia, in an opinion[119] that was unanimously affirmed by the U.S. Circuit Court of Appeals for the D.C. Circuit,[120] rejected the government’s theory. The court’s decision turned on the government’s failure to demonstrate a “reasonable probability” that the alleged theoretical harms would manifest in the real world.[121] Judge Richard Leon found the DOJ’s quantitative economic model to be unreliable and factually detached from marketplace realities, citing flawed inputs and a critical failure to account for the constraining effects of existing long-term contracts. The court concluded that the government’s case was built on a chain of assumptions and predictions that were ultimately contradicted by the factual evidence.

In contrast to the government’s theory, the court found the merging parties’ evidence more persuasive because it was rooted in empirical data and real-world experience.[122] AT&T presented a detailed econometric analysis of prior vertical mergers in the same industry, which demonstrated no statistically significant effect on content prices.[123] This historical data provided a counter-narrative to the government’s forward-looking, theoretical model. The court also credited testimony from industry executives, who affirmed that threatening or initiating content blackouts was a mutually destructive strategy that would remain an unattractive option even after the merger.[124] The testimony of the merging parties’ rivals, upon which the government heavily relied, was largely discounted by the court as self-interested and speculative.[125]

One factor guiding the court’s skepticism of the DOJ’s theory of harm was Time Warner’s voluntary, post-litigation commitment to submit to binding “no-blackout” arbitration to resolve any future carriage disputes with distributors.[126] This irrevocable offer was a practical, market-based solution that directly neutralized the government’s central theory of harm regarding the threat of programming blackouts. By providing a concrete mechanism to prevent the anticompetitive conduct the DOJ anticipated, the merging parties stifled one of the government’s chief concerns.

The D.C. Circuit’s affirmation of Judge Leon’s decision laid down a marker for future vertical-merger challenges. The appellate court reiterated that, because vertical mergers do not produce an immediate change in market concentration, the government cannot rely on structural presumptions of harm as it can in horizontal cases.[127] Instead, the government must make a “fact-specific” showing that the merger is likely to be anticompetitive.[128]

A key lesson of the AT&T-Time Warner merger is that enjoining a nonhorizontal merger requires more than economic theories or complaints from competitors. A successful challenge to a nonhorizontal merger demands concrete, credible, and compelling evidence that the transaction will likely cause substantial harm to competition in the actual marketplace.

VI. Conclusion and Policy Implications

The proposed Charter/Cox merger is best understood as a strategic response to sweeping changes in the U.S. communications market. Across fixed broadband, pay TV, and mobile, service providers now operate amid increasing platform diversity, rapid technological change, and more demanding consumer expectations.

Charter and Cox face significant and growing competition from fixed-wireless access, LEO satellites, and the growing fiber footprints of AT&T and Verizon, as well as from more than 200 streaming platforms. The market landscape bears little resemblance to the highly segmented, technology-specific markets of the past. With minimal geographic overlap, the merger does not remove a competitor from any local market—a fact with direct implications for how competitive risks should be weighed.

The evidence shows that the combined Charter/Cox entity largely represents a geographic expansion, rather than a horizontal consolidation. Fewer than 0.1% of broadband-serviceable locations are currently overlapped by both providers. Review of past mergers underscores that, in such cases, traditional antitrust concerns about increased local market concentration are substantially reduced or inapplicable. Instead, the key analytical question shifts to whether the transaction creates the capacity or incentives for anticompetitive behavior at a national level, especially in areas like programming acquisition or interconnection. These concerns have diminished, however, as the competitive balance has tilted toward multiplatform, vertically integrated giants, many of whom are not subject to the same regulatory scrutiny as legacy cable operators.

The efficiencies claimed by Charter and Cox rest primarily on scale: approximately $500 million in annual targeted cost savings within three years. These savings are expected to arise from reduced equipment costs, more favorable mobile-network access, programming-acquisition efficiencies, and the elimination of duplicative syndication agreements. The merged company projects that these savings will support faster deployment of advanced broadband and mobile technologies, lower average costs per customer, and improvements in service quality—outcomes consistent with the consumer-welfare standard. The ability to offload mobile traffic onto expanded Wi-Fi networks, in particular, could lower operational costs and deliver more competitive mobile offerings within Cox’s footprint.

Regulatory review of the Comcast/Time Warner Cable and AT&T/Time Warner mergers provides several lessons. First, while the agencies were focused a decade ago on the risk that national-level consolidation might create “gatekeeper” power over nascent online-video platforms, the market has since shifted. Online video is now the dominant modality, and vertical integration by technology platforms (e.g., Apple, Google, Amazon) has eclipsed that of most traditional providers. Regulatory asymmetry remains, in that cable operators navigating mergers undergo multi-agency review and bear the costs of legacy regulation, even as their principal competitors operate under few or no comparable obstacles.

For policymakers, the Charter/Cox transaction presents an opportunity to realign regulatory practice with economic reality. The consumer-welfare standard—focused on demonstrable, transaction-specific harms and efficiencies—remains the most reliable guide. Even under an “America First” antitrust approach, regulatory responses should be rooted in factual market effects, not abstract concerns about scale or size. Where claimed efficiencies are both merger-specific and verifiable, the burden should be on the agencies to demonstrate substantial, tangible harms to competition, rather than rely on speculative or politically motivated theories of harm.

The evolving role of the FCC, especially under recent “public interest” reinterpretations, deserves careful consideration. Conditions unrelated to competition—such as those advancing specific employment or corporate-governance policies—risk introducing regulatory unpredictability and could dampen incentives for investment and innovation. Such interventions, particularly when applied inconsistently across industry segments, threaten to bias market outcomes and discourage the very adaptation that consumers and the U.S. economy require.

Ultimately, a coherent regulatory framework should aim to treat functionally equivalent services the same, regardless of historical provider classification. As the communications marketplace continues to converge, policy must shift toward technological neutrality and consistent application of antitrust principles to all market players. By focusing on demonstrable effects and resisting the urge to intervene on grounds unrelated to competition, policymakers will best promote investment, innovation, and consumer benefit—a result well aligned with the economic evidence presented in this review. Importantly, that conclusion holds whether the transaction is examined under the traditional consumer-welfare standard or under the newer “Hillbilly Antitrust” framework: in both cases, the facts support approval.

* Eric Fruits and Ben Sperry are senior scholars with the International Center for Law & Economics (ICLE). Kristian Stout is ICLE’s director of innovation policy. ICLE has received financial support from numerous companies, foundations, and individuals, including firms with interests both supportive of and in opposition to the ideas expressed in this and other ICLE-supported works. Unless otherwise noted, all ICLE support is in the form of unrestricted, general support. The ideas expressed here are the authors’ own and do not necessarily reflect the views of ICLE’s advisors, affiliates, or supporters.

[1] Press Release, Charter Communications and Cox Communications Announce Definitive Agreement to Combine Companies, Charter Commcn’s (May 16, 2025), https://corporate.charter.com/newsroom/charter-communications-and-cox-communications-announce-definitive-agreement-to-combine-companies; see also Charter Communications and Cox Communications Agree to Transformative Combination, Charter Commcn’s & Cox Commcn’s (May 16, 2025), https://ir.charter.com/static-files/17f74638-d569-448c-be88-76d00f9c6fff [hereafter “Charter/Cox presentation”].

[2] Jake Neenan, Charter-Cox Merger Provides Convergence Runway, Broadband Breakfast (May 16, 2025), https://broadbandbreakfast.com/charter-cox-merger-provides-convergence-runway.

[3] Pay TV Providers Ranked by the Number of Subscribers in the United States as of 1st Quarter 2025, Statista (May 2025), https://www.statista.com/statistics/251793/pay-tv-providers-with-the-largest-number-of-subscribers-in-the-us.

[4] Charter, supra note 1.

[5] Turner Broadcasting System v. FCC, 512 U.S. 622, 661 (1994) (“Turner I”) (the “cable medium” has “special characteristics” of “bottleneck monopoly power”).

[6] Turner Broadcasting System v. FCC, 520 U.S. 180, 197 (1997) (“Turner II”).

[7] Comcast Cable Commcn’s v. FCC, 717 F.3d 982, 993-94 (2013) (J. Kavanaugh, concurring).

[8] Report and Order, In the Matter of Amendment to the Commission’s Rules Concerning Effective Competition, Implementation of Section 111 of the STELA Reauthorization Act (MB Docket No. 15-53, FCC 15-62, Jun. 3, 2015), available at https://docs.fcc.gov/public/attachments/FCC-15-62A1.pdf.

[9] Eighth Annual Report, In the Matter of Annual Assessment of the Status of Competition in the Market for the Delivery of Video Programming, CS Docket No. 01-129, Table B-1 (Dec. 27, 2001), available at https://docs.fcc.gov/public/attachments/FCC-01-389A1.pdf.

[10] Philip Graves, How System Requirements for Browsing the Internet Have Changed: Part 1: Internet Connection Speeds, GWS Media (Nov. 23, 2021), https://www.gwsmedia.com/articles/how-internet-system-requirements-have-changed (“In early 1993, the fastest available modem was capable of transferring data at a maximum speed of 14.4 kilobits per second (kbps), equivalent to 864kb per minute, or 51.84Mb per hour. The launch of the 28.8k modem in 1994 doubled this theoretical maximum. 33.6k modems followed in 1996, and eventually 56k ones arrived in 1998. …  However, in practice the maximum advertised speeds were never attained for any dial-up modems as a result of latencies in the infrastructure serving data to end-users.”); see also Eric Fruits, Kristian Stout, & Geoffrey A. Manne, The Economics of Broadband Data Caps and Usage-Based Pricing, Int’l Ctr. L. & Econ. (Oct. 23, 2024), available at https://laweconcenter.org/wp-content/uploads/2024/10/Data-Caps-2024.pdf (“In the early days of the commercial internet in the 1990s, most consumers accessed the internet via dial-up connections. These connections were slow—averaging around 56 Kbps—and content was limited. It could take a minute or more for a single image file to load.”).

[11] About Us, DirecTV, https://www.directv.com/insider/corporate/company (last visited Jul. 22, 2025).

[12] Joni Blecher, The History of RealPlayer, RealPlayer Blog (Aug. 17, 2016), https://blog.real.com/realplayer-history.

[13] Speedtest Global Index: Median Country Speeds Updated June 2025, Speedtest, https://www.speedtest.net/global-index (last visited Jul. 22, 2025).

[14] US Trad Pay TV & vMVPDs, nScreen Media, https://nscreenmedia.com/us-pay-tv (last visited Jul. 24, 2025).

[15] Eugenie Park & Colleen McClain, 83% of U.S. Adults Use Streaming Services, Far Fewer Subscribe to Cable Or Satellite TV, Pew Research Center (Jul. 1, 2025), https://www.pewresearch.org/short-reads/2025/07/01/83-of-us-adults-use-streaming-services-far-fewer-subscribe-to-cable-or-satellite-tv; see also Eric Fruits, Video Competition in 2025: It’s Literally on Heebee, Truth on Mkt. (Feb. 14, 2025), https://truthonthemarket.com/2025/02/14/video-competition-in-2025-its-literally-on-heebee (“In the face of so many streaming options, millions of consumers have ‘cut the cord’ and switched from cable and DBS satellite to streaming services over the internet. Cable subscribership peaked in 2010. Since then, the number of subscribers dropped by more than 35%. The Washington Post reports that barely half of American homes pay for live TV service from a cable, satellite TV, or an internet-delivered vMVPD (virtual multichannel video programming distributor) like YouTube TV.”).

[16] 2025 Media & Entertainment Industry Predictions Report, Alix Partners (Dec. 2024), available at https://www.alixpartners.com/media/ow1n5vey/2025-media-entertainment-industry-predictions-report.pdf.

[17] Colin Dixon, TV for the Rest of Us: How Streaming Unleashed Specialty Audiences, nScreenMedia (Jun. 3, 2025), https://nscreenmedia.com/how-streaming-unleashed-specialty-audiences.

[18] The Gauge, The Nielsen Co., https://www.nielsen.com/data-center/the-gauge (last visited Jul. 22, 2025).

[19] Eric Fruits, Geoffrey A. Manne, Ben Sperry, & Kristian Stout, Dynamic Competition in Broadband Markets: A 2024 Update, Int’l Ctr. L. & Econ. (Jun. 4, 2024), available at https://laweconcenter.org/wp-content/uploads/2024/06/Broadband-Competition-2024-Update.pdf.

[20] Andrew Long, The Proposed Charter-Cox Merger: A Pro-Consumer Response to Today’s Competitive Communications Marketplace, Free State Found. (Jun. 10, 2025), available at https://freestatefoundation.org/wp-content/uploads/2025/06/The-Proposed-Charter-Cox-Merger-061025.pdf.

[21] Eric Fruits, Ben Sperry, & Kristian Stout, The Competitive Effects of the Proposed T-Mobile/UScellular Transaction, Int’l Ctr. L. & Econ. (Dec. 16, 2024), available at https://laweconcenter.org/wp-content/uploads/2024/12/T-Mobile-USCellular.pdf.

[22] Id.

[23] See, e.g., Drew FitzGerald & Patience Haggin, Charter, Cox Merge in Megadeal Amid Escalating War With Wireless, Wall St. J. (May 16, 2025), https://www.wsj.com/business/deals/charter-communications-to-merge-with-rival-cox-in-21-9-billion-deal-c70dcff9?st=6rQTPa&reflink=desktopwebshare_permalink (“Cellphone carriers like Verizon and T-Mobile have heightened the threat with home broadband service beamed over the air. Wireless companies have racked up millions of customers with the offerings, which use 5G technology to provide internet speeds that are competitive with fixed cable lines at lower prices.”).

[24] Fruits et al., supra note 19.

[25] 2024 Section 706 Report, In the Matter of Inquiry Concerning the Deployment of Advanced Telecommunications Capability to All Americans in a Reasonable and Timely Fashion (GN Docket No. 22-270, Mar. 14, 2024), available at https://docs.fcc.gov/public/attachments/DOC-400675A1.pdf.

[26] Fruits et al., supra note 19.

[27] Id.

[28] United States Telecommunications Market Overview, Business Monitor Online (Jun. 23, 2025).

[29] Jeff Baumgartner, Verizon Doubles Down on FWA, Accelerates Fiber Buildout Plan, Light Reading (Oct. 22, 2024), https://www.lightreading.com/broadband/verizon-doubles-down-on-fwa-accelerates-fiber-buildout-plan.

[30] Fruits et al., supra note 19.

[31] Bevin Fletcher, Charter to Acquire Cox in Deal Worth $34.5B, StreamTV Insider (May 16, 2025), https://www.streamtvinsider.com/video/charter-acquire-cox-deal-worth-345b.

[32] Id.; see also Long, supra note 20.

[33] Fruits et al., supra note 19, citing Eric Fruits, Justin (Gus) Hurwitz, Geoffrey A. Manne, Julian Morris, & Alec Stapp, Static and Dynamic Effects of Mergers: A Review of the Empirical Evidence in the Wireless Telecommunications Industry, (OECD Directorate for Financial and Enterprise Affairs Competition Committee, Global Forum on Competition, DAF/COMP/GF(2019)13, Dec. 6, 2019), available at https://one.oecd.org/document/DAF/COMP/GF(2019)13/en/pdf.

[34] Long, supra note 20.

[35] Neenan, supra note 2.

[36] Fletcher, supra note 31.

[37] 15 U.S. Code § 18 [emphasis added].

[38] California v. Am. Stores Co., 495 U.S. 271, 284 (1990), (quoting 15 U.S.C. § 18 with emphasis) (citing Brown Shoe, 370 U.S. at 323).

[39] United States v. Philadelphia Nat’l Bank, 374 U.S. 321 (1963).

[40] The Use of Structural Presumptions in Antitrust (OECD Roundtables on Competition Policy Papers No. 317, 2024), available at https://www.oecd.org/content/dam/oecd/en/publications/reports/2024/11/the-use-of-structural-presumptions-in-antitrust_27777e33/3b8c6885-en.pdf.

[41] Horizontal Merger Guidelines, Dep’t of Justice & Fed. Trade Comm’n, (2023), available at https://www.justice.gov/d9/2023-12/2023%20Merger%20Guidelines.pdf.

[42] Eric Posner, What Is the Role of Economics in Merger Review?, ProMarket (Mar. 28, 2024), https://www.promarket.org/2024/03/28/what-is-the-role-of-economics-in-merger-review.

[43] Natalie Weger, Justice Department Won’t Seek Injunction for T-Mobile Acquisition of U.S. Cellular, Wall St. J. (Jul. 10, 2025), https://www.wsj.com/business/telecom/justice-department-wont-seek-injunction-for-t-mobile-acquisition-of-u-s-cellular-b9e7abac?st=81wr98&reflink=desktopwebshare_permalink; see also Fruits et al., supra note 21 (“Despite T-Mobile’s nationwide coverage, some spots served by UScellular are not well served by T-Mobile… These are areas in which the transaction would not reduce the number of competing firms, as T-Mobile would simply replace UScellular in areas where T-Mobile lacks coverage or combine assets to create even more effective competition against other providers.”)

[44] See, e.g., G. E. Hale & Rosemary D. Hale, Expanding Enterprise: Geographical Curbs on Mergers, 51 Minn. L. R. 857, 867 (1967) (“[I]t is clear that such an acquisition may result in cost savings to the combined firm. Indeed, the merger in question would presumably never have been negotiated unless some such spreading of overhead costs were envisaged. Observers have found that there are such savings in the operation of chain stores in the grocery field. In numerous other industries similar cost reduction can be achieved through nationwide promotion and distribution of goods.”).

[45] Eric Fruits, Kristian Stout, Ben Sperry & Geoffrey A. Manne, Comments of the International Center for Law & Economics Re: Delete, Delete, Delete, GN Docket No. 25-13352, Int’l Ctr. L. & Econ. (Apr. 11, 2025), available at https://laweconcenter.org/wp-content/uploads/2025/04/2025-Delete-Delete-Delete-Comments-r3.pdf.

[46] Jon Sallett, FCC Transaction Review: Competition and the Public Interest, FCC Blog (Apr. 14, 2014), https://www.fcc.gov/news-events/blog/2014/08/12/fcc-transaction-review-competition-and-public-interest.

[47] Applications Filed for the Transfer of Control of Cox Communications, Inc. to Charter Communications, Inc., Fed. Commcn’s Comm’n (Sep. 5, 2025), available at https://docs.fcc.gov/public/attachments/DA-25-810A1.pdf.

[48] Frontier Communications Parent, Inc. and Verizon Communications, Inc. Application for Consent to Transfer Control, Memorandum Opinion and Order, DA 25-421 ¶ 16 (WCB/OIA/WTB rel. May 16, 2025).

[49] Applications of AT&T Inc. and Centennial Communications Corp., Memorandum Opinion and Order, 24 FCC Rcd 13915, 13931 ¶ 34 (2009).

[50] Sallet, supra note 46 (“Fundamental is the fact that applicants have the burden of demonstrating on the public record that their proposed transaction is in the public interest.”)

[51] Though the D.C. Circuit has suggested in dicta that conditions must be “transaction-specific” and that “non-germane conditions” are “an out-and-out plan of extortion.” See Competitive Enterprise Institute v. FCC, 970 F.3d 372, 388 (D.C. Cir. 2020) (quoting Nollan v. Cal. Coastal Comm’n, 483 U.S. 825, 837 (1987)).

[52] Loper Bright Enterprises v. Raimondo, 603 US ___ (2024); see also Ben Sperry & Eric Fruits, How This Supreme Court Term Might Affect the FCC’s Digital-Discrimination Rule, Truth on Mkt. (Jul. 3, 2024), https://truthonthemarket.com/2024/07/03/how-this-supreme-court-term-might-affect-the-fccs-digital-discrimination-rule.

[53] Eric Fruits, A Hillbilly and a Hipster Walk Into a Bar, Truth on Mkt. (May 30, 2025), https://truthonthemarket.com/2025/05/30/a-hipster-and-a-hillbilly-walk-into-a-bar.

[54] Gail Slater, The Conservative Roots of America First Antitrust Enforcement, Address to University of Notre Dame Law School (Apr. 28, 2025), https://www.justice.gov/opa/speech/assistant-attorney-general-gail-slater-delivers-first-antitrust-address-university-notre.

[55] Andrew Ferguson, Keynote Speech, International Competition Network Annual Conference 2025, YouTube (May 8, 2025), https://youtu.be/yOp5__oNZ8k?si=pSitKJ3QrEvR4zsB (“My friend and colleague, Gail Slater at the U.S. Justice Department, has likened ex ante regulation to a sledgehammer, whereas ex post antitrust enforcement is a scalpel.”)

[56] Fireside with Abigail Slater, Little Tech Competition Summit, YouTube (Apr. 28, 2025), https://youtu.be/Hk6A1WcJtPs?si=EJrRe7R6v5oDTvel (“[T]he consumer welfare standard is decently broad… the variables including quality, price as a dimension of competition, innovation, things of that nature. As a matter of agency practice, often it’s been narrowed down to price… The narrow focus on price, I think, is something that is not even compatible with the consumer welfare standard construct as it exists in current precedent, and I think we need to be open… to think about it more broadly than just price.”).

[57] Mark R. Meador, Antitrust Policy for the Conservative, Fed. Trade Comm’n (May 1, 2025), available at https://www.ftc.gov/system/files/ftc_gov/pdf/antitrust-policy-for-the-conservative-meador.pdf (“Conservatives should insist that antitrust analysis credit only efficiencies that: (1) are realized in the same market as the harms they offset; (2) can only reasonably be achieved through the conduct or transaction at issue; (3) are nonspeculative (i.e., measurable in some way and likely to be realized); and (4) will directly and predominantly accrue to consumers.”)

[58] Brendan Carr, A Build Agenda for America, Fed. Commcn’s Comm’n (Jul. 2, 2025), available at https://docs.fcc.gov/public/attachments/DOC-412663A1.pdf.

[59] Jeff Green, FCC’s Carr Threatens to Block M&A for Companies With DEI, Bloomberg Law (Mar. 21, 2025), https://news.bloomberglaw.com/ip-law/fccs-carr-threatens-to-block-m-a-for-companies-with-dei-plans.

[60] Masha Abarinova, T-Mobile Updates DEI to Get Its Lumos Fiber Deal Approved, Fierce Network (Apr. 3, 2025), https://www.fierce-network.com/broadband/t-mobile-aims-high-fiber-now-lumos-bag.

[61] US FCC Approves Two T-Mobile Deals After Wireless Carrier Drops DEI Programs, Reuters (Jul. 11, 2025), https://www.reuters.com/sustainability/society-equity/fcc-approves-two-t-mobile-deals-after-wireless-carrier-drops-dei-programs-2025-07-11.

[62] Jericho Casper, Verizon Ends DEI Programs as FCC Reviews $9.6B Frontier Deal, Broadband Breakfast (May 16, 2025), https://broadbandbreakfast.com/verizon-ends-dei-programs-as-fcc-reviews-9-6b-frontier-deal.

[63] Memorandum Opinion and Order, Declaratory Ruling, and Order of Proposed Modification, In the Matter of Applications of T-Mobile US, Inc., and Sprint Corporation for Consent to Transfer Control of Licenses and Authorizations, WT Docket No. 18-197, FCC 19-103 (Oct. 19, 2019), available at https://docs.fcc.gov/public/attachments/FCC-19-103A1.pdf.

[64] Id.

[65] Robert C. Azarow, David F. Freeman, Jr., Amber A. Hay, Michael A. Mancusi, Kevin M. Toomey, & Paul Lim, Bank Regulator’s Approval of Capital One and Discover Deal Shows Path Forward for Bank M&A Deals, Arnold & Porter (Jun. 5, 2025), https://www.arnoldporter.com/en/perspectives/advisories/2025/06/bank-regulators-approval-of-capital-one-and-discover-deal.

[66] See, e.g., Public Interest Statement, In the Matter of Cox Enterprises, Inc. and Charter Communications, WC 25-233 (July 14, 2025), https://www.fcc.gov/ecfs/document/10715141122783/2 [hereafter “Public interest statement”]. See, Section IV.B. (“The Transaction Will Put America First”).

[67] Eric Fruits, Media-Ownership Regulations in a Streaming World: Time to Change the Channel, Truth on Mkt. (Mar. 5, 2025), https://truthonthemarket.com/2025/03/05/media-ownership-regulations-in-a-streaming-world-time-to-change-the-channel (“Broadcasters operate under one set of ownership regulations and cable providers operate under another set. Meanwhile, the emerging market of internet-based video distribution continues to operate almost entirely free from ownership regulations. Companies like Netflix, Amazon, and YouTube entered the market without facing the ownership limitations, public-interest obligations, or local-content requirements imposed on their legacy competitors.”).

[68] See, e.g., Fruits et al., supra note 45 (“Merging parties currently must provide substantially similar competitive analyses and market data to both antitrust authorities and the FCC. This redundancy creates unnecessary administrative burdens, without providing proportionate regulatory benefits.”).

[69] Nielsen, supra note 18.

[70] Tod Spangler, Netflix Content Spending, Set to Hit $18 Billion in 2025, Is “Not Anywhere Near a Ceiling,” CFO Says, Variety (Mar. 5, 2025), https://variety.com/2025/digital/news/netflix-content-spending-2025-ceiling-cfo-1236328510.

[71] Public Interest Statement, In the Matter of Cox Enterprises, Inc. and Charter Communications, WC 25-233, Appendix E, Declaration of Bryan Keating & Jonathan Orszag ¶ 61 (July 14, 2025), https://www.fcc.gov/ecfs/document/10715141122783/3 [hereafter “Keating & Orszag”].

[72] Keating & Orszag, supra note 70 ¶ 62 n.73 (reporting approximately 52.9 and 49.6 percent of mass market locations serviceable by Charter and Cox, respectively, are also serviceable by at least one competing FTTP provider at the end of 2024).

[73] Fruits et al., supra note 19.

[74] Consumer Price Index for All Urban Consumers: All Items in U.S. City Average [CPIAUCSL], U.S. Bureau of Labor Statistics (retrieved from FRED, Federal Reserve Bank of St. Louis, Aug. 4, 2025), https://fred.stlouisfed.org/series/CPIAUCSL; Consumer Price Index for All Urban Consumers: Internet Services and Electronic Information Providers in U.S. City Average, U.S. Bureau of Labor Statistics, https://data.bls.gov/timeseries/CUUR0000SEEE03?output_view=data (last visited Aug. 4, 2025).

[75] Ellis Scherer & Joe Kane, Broadband Convergence Is Creating More Competition, Information Tech. & Innov. Found. (Jul. 2025), available at https://www2.itif.org/2025-broadband-convergence.pdf.

[76] Press Release, Charter Announces Second Quarter 2025 Results, Charter Commcn’s (Jul. 25, 2025), https://corporate.charter.com/newsroom/charter-announces-second-quarter-2025-results.

[77] Fitch Ratings, Fixed Wireless Access Growth Disrupts U.S. Telecom Market (Mar. 26, 2025), https://www.fitchratings.com/research/corporate-finance/fixed-wireless-access-growth-disrupts-us-telecom-market-26-03-2025.

[78] Public Interest Statement, supra note 65 at 30.

[79] Brendan Carr, Free State Foundation Seventeenth Annual Policy Conference, YouTube (Mar. 25, 2025), https://www.youtube.com/live/G33c8UlQjxE?si=vxILcpPlzXcCvj3K.

[80] Starlink Network Update, Starlink, https://www.starlink.com/updates/network-update (last visited Jul. 30, 2025),

[81] Amazon Plans to Offer Satellite Internet Service in Late 2025, PYMTS (Jul. 14, 2025), https://www.pymnts.com/amazon/2025/amazon-plans-offer-satellite-internet-service-late-2025.

[82] Fruits et al., supra note 21.

[83] Fruits et al., supra note 21, Table 1. As a private company, Cox does not report mobile wireless subscribers. Even if all of its customers subscribed to mobile wireless service, however, Cox would account for less than 2% of total subscribers.

[84] Fruits, supra note 15.

[85] Nielsen, supra note 18.

[86] Pay TV Providers Ranked by the Number of Subscribers in the United States as of 1st Quarter 2025, Statista (May 18, 2025), https://www.statista.com/statistics/251793/pay-tv-providers-with-the-largest-number-of-subscribers-in-the-us.

[87] Press Release, Public Knowledge Warns $34.5 Billion Cox/Charter Merger Might Be Weaponized, Public Knowledge (May 16, 2025), https://publicknowledge.org/public-knowledge-warns-34-5-billion-cox-charter-merger-might-be-weaponized (quoting Public Knowledge Legal Director John Bergmayer: “As always with cable mergers, the question is as much a loss of opportunities for content creators and programmers to reach an audience, as the loss of choices to subscribers.”)

[88] 2023 Broadband Capex Report, USTelecom (Oct. 18, 2024), available at https://ustelecom.org/wp-content/uploads/2024/10/UST-1376-CAPEX-Report_2024_4-as-of-Oct-4.pdf.

[89] Charter & Cox presentation, supra note 1.

[90] Public Interest Statement, supra note 65 at 30.

[91] Keating & Orszag, supra note 70 ¶¶ 32-37.

[92] Public Interest Statement, supra note 65 at 38.

[93] Keating & Orszag, supra note 70 ¶¶ 42-45.

[94] Jeff Baumgartner, Charter and Cox State Their Case at the FCC, LightReading (Jul. 17, 2025), https://www.lightreading.com/regulatory-politics/charter-and-cox-make-their-case-at-the-fcc.

[95] Public Interest Statement, supra note 65 at 30.

[96] Baumgartner, supra note 93.

[97] Keating & Orszag, supra note 70 ¶ 48.

[98] Public Interest Statement, supra note 65 at 52.

[99] Press Release, Comcast Corporation Abandons Proposed Acquisition of Time Warner Cable After Justice Department and the Federal Communications Commission Informed Parties of Concerns, Dept. of Justice (Apr. 24, 2025), https://www.justice.gov/archives/opa/pr/comcast-corporation-abandons-proposed-acquisition-time-warner-cable-after-justice-department.

[100] Id. See also William P. Rogerson, Economic Theories of Harm Raised by the Proposed Comcast/TWC Transaction (2015), in The Antitrust Revolution (7^th ed., John E. Kwoka, Jr. & Lawrence J. White eds., 2018); Jon Sallet, The Federal Communications Commission and Lessons of Recent Mergers & Acquisitions Reviews, Telecomms. Pol’y Rsch. Conf. (Sep. 25, 2015), available at https://transition.fcc.gov/Daily_Releases/Daily_Business/2015/db0925/DOC-335494A1.pdf.

[101] Sallet, supra note 99 (“there was minimal horizontal overlap between the Applicants in the local markets for residential broadband and Pay TV service”).

[102] DOJ, supra note 98.

[103] Sallet, supra note 99 (“We understood that entrants are particularly vulnerable when competition is nascent. Thus, staff was particularly concerned that this transaction could damage competition in the video distribution industry by increasing both Comcast’s incentive and its ability to disadvantage OVDs and thus retard or permanently stunt the growth of a competitive OVD industry. In doing so, consumers would be denied the benefits that innovative competition could bring.”).

[104] For a critical evaluation of these theories of harm, see Geoffrey A. Manne, The FCC Distorted Market Realities to Scuttle the Comcast-TWC Merger, Truth on Mkt. (Oct. 2, 2015), https://truthonthemarket.com/2015/10/02/the-fcc-distorted-market-realities-to-scuttle-the-comcast-twc-merger.

[105] Sallet, supra note 99 (“Similarly, we also considered a national market for interconnection in which ISPs negotiate with OVDs (and their content delivery networks) over the terms by which the OVDs would reach consumers. Post-transaction, an OVD might have needed an interconnection agreement with the merged entity in order to achieve national distribution, so we also considered the ability of the merged company to impose terms that would disadvantage the OVD.”).

[106] Sallet, supra note 99 (“Alongside incentives came ability. Increased bargaining power was the central concern. The combination of distribution assets had the potential to increase the merged entity’s bargaining power in both national markets—the market where video distributors negotiate the terms and conditions to distribute video content for programmers and the interconnection market through which broadband providers provide mass-market delivery services to OVDs. Because OVDs are subject to national economies of scale, the merged company could significantly impair an OVD’s ability to compete. … But after a merger, that OVD would have to strike a bargain with only one firm, which would give that company the ability to disadvantage the OVD, or perhaps even exclude the OVD from reaching its subscribers.”).

[107] Rogerson, supra note 99 (“government reviewers were concerned that [ADM terms] could also be used simply to deny OVD competitors access to programming and that OVDs would be particularly vulnerable to such anticompetitive actions when they were just attempting to enter and had relatively small market shares.”)

[108] Sallet, supra note 99 (“we considered their competitive effect when combined with data caps and other retail broadband terms and conditions that raised the price of OVDs for consumers”).

[109] Sallet, supra note 99 (“Without the merger, a company taking action against OVDs for the benefit of the Pay TV system as a whole would incur costs but gain additional sales—or protect existing sales—only within its footprint. But the combined entity, having a larger footprint, would internalize more of the external ‘benefits’ provided to other industry members.”).

[110] Protecting and Promoting the Open Internet, 47 CFR Parts 1, 8, and 20 (GN Docket No. 14-28, FCC 15-24. Apr. 13, 2015).

[111] See, e.g., Leticia Miranda, Why Comcast Walked Away, ProPublica (Apr. 23, 2015), https://www.propublica.org/article/why-comcast-seems-to-be-walking-away (“Bloomberg complained to the FCC that Comcast placed Bloomberg TV in the outer dial away from most other business networks and its own channel, CNBC, in the lower dial with other business news where viewers would be more likely to come upon it.”)

[112] Rogerson, supra note 99 (“As part of a dispute with Netflix over interconnection fees that began in early 2013 and lasted for approximately nine months, Comcast allegedly allowed its interconnection points with Cogent and other transit providers that delivered Netflix traffic to Comcast to become congested, which severely deteriorated the ability of Comcast subscribers to view Netflix content.”)

[113] Nielsen, supra note 18.

[114] Billy Thompson, The Rise and Fall of Streaming TV?, Mich. J. Econ. (May 25, 2024), https://sites.lsa.umich.edu/mje/2024/05/25/the-rise-and-fall-of-streaming-tv; Park & McClain, supra note 15.

[115] Fruits et al., supra note 19.

[116] Koren W. Wong -Ervin, Antitrust Analysis of Vertical Mergers: Recent Developments and Economic Teachings, Antitrust Source (Feb. 2019), available at https://www.americanbar.org/content/dam/aba/publications/antitrust/magazine/archived/2019/february/antitrust-analysis-vertical-mergers.pdf.

[117] Trial Brief of the United States, United States v. AT&T Inc., (No. 1:17-cv-02511-RJL D.D.C. 2018). (“Here, the critical question is this: Would consumers quit subscribing to AT&T’s competitors and switch to AT&T if they did not carry Time Warner content, thus allowing AT&T to increase the price of that content? If so, the merger will allow AT&T to increase its rivals’ costs—and those higher costs will, in turn, be passed on to consumers.”)

[118] Trial brief, supra note 116 (“For example, post-merger, if Turner and Charter are unable to reach a deal, the merged entity now would realize a benefit in the form of increased profits for DirecTV from new subscribers to AT&T’s service gained from Charter as subscribers switch from Charter to AT&T to ensure continuity in their reception of the desired Turner content. Accordingly, the model predicts that post-merger bargaining between Turner and Charter will result in a higher price for Turner content.”)

[119] United States v. AT&T Inc., 310 F. Supp. 3d 161 (D.D.C. 2018) [hereafter AT&T District]

[120] United States v. AT&T Inc., No. 18-5214 (D.C. Cir. 2019). [hereafter AT&T Circuit]

[121] AT&T District, supra note 118 at 198-190 n. 16.

[122] See, e.g., AT&T District, supra note 118 at 240 (“I am thus left with projections of harm for the years 2016, 2017, and 2021 that all concede have not and will not occur in the real world due to Turner’s actual affiliate agreements.”).

[123] AT&T District, supra note 118 at 207, 215-218.

[124] AT&T District, supra note 118 at 218-219.

[125] AT&T District, supra note 118 at 212.

[126] AT&T District, supra note 118 at 184.

[127] AT&T Circuit, supra note 119 at 6.

[128] Id.