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Randall Stephenson
Former Chairman & Chief Executive Officer, AT&T

AT&T, Time Warner execs address DOJ lawsuit

🎥 Nov 20, 2017 📺 CBS News ⏱ 12m 👁 3112 views
Executives from both AT&T and Time Warner are fighting back against the Department of Justice suit that aims to block a merger between the two companies. An exec from AT&T said the lawsuit defies logic. See their full remarks. Subscribe to the "CBSN" Channel HERE: http://bit.ly/1Re2MgS Watch "CBSN" live HERE: http://cbsn.ws/1PlLpZ7 Follow "CBSN" on Instagram HERE: http://bit.ly/1PO0dkx Like "CBSN" on Facebook HERE: http://on.fb.me/1o3Deb4 Follow "CBSN" on Twitter HERE: http://bit.ly/1V4qhIu Get the latest news and best in original reporting from CBS News delivered to your inbox. Subscribe to...
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About Randall Stephenson

Randall Stephenson, former chairman and CEO of AT&T, has spoken publicly about the company's strategy regarding its proposed merger with Time Warner, 5G technology, and broader economic policy. In 2016 testimony before a Senate subcommittee, Stephenson argued that the merger would benefit consumers by providing more choices and lower-priced options, and he stated that AT&T would not withhold Time Warner content to disadvantage competitors. He also said that AT&T had been the largest investor in the United States for five consecutive years and that he expected that to continue. At the 2019 FinTech Ideas Festival, Stephenson discussed the potential of 5G networks, stating that the technology would enable precise location tracking of devices within centimeters, which he said could change how authentication and identity are handled in digital transactions. Stephenson has also addressed social and political issues. In a 2018 interview, he discussed a 2016 speech he gave to AT&T employees about Black Lives Matter, saying he was glad it went viral because it initiated conversations about race within the company and among other CEOs. On economic policy, he stated in 2016 that a 2% growth rate was "unacceptable" and called for tax reform and the approval of the Trans-Pacific Partnership to stimulate growth. He also noted that regulatory and tax policies had influenced AT&T's investment decisions, including its expansion into Mexico.

Source: AI-verified profile updated from Randall Stephenson's recent appearances. Browse all interviews →

Transcript (8 segments)
✨ AI-enhanced transcript with speaker attribution
C
CBS News Anchor0:06
Let's take you live to New York where top executives for Time Warner and AT&T are holding a news conference about a Department of Justice lawsuit challenging their buyout plans. Let's listen.
L
Larry0:19
With us this evening, our speakers: Randall Stephenson, Chairman and CEO of AT&T; David McAtee, AT&T's General Counsel; and Dan Petrocelli, a partner at O'Melveny & Myers and our lead trial counsel for both AT&T and Time Warner.
R
Randall Stephenson0:38
Thank you, Larry, and good evening. I do appreciate everybody coming on short notice. What you're going to hear in a moment are some comments from our legal team, but first I want to make just a few points. Obviously, we're surprised to be here and, candidly, I'm a bit troubled by it. Jeff Bewkes and I entered into this deal with really decades of clear legal precedent demonstrating how this merger would ultimately be evaluated. When we announced this deal, the best legal minds in the country agreed that this transaction would be approved since our companies don't even compete with each other. But here we are: the government has filed a lawsuit and it stretches the very reach of antitrust law beyond the breaking point, all of this in an effort to stop this combination. This comes at a time when the communications and media industries are undergoing some rather radical change. Massive, large-scale internet companies with market caps in the hundreds of billions of dollars are creating tons of original content and they're distributing it directly to the consumer. This is disrupting both industries—the media as well as the communications industry—and it's being done at a level and a pace that most of us could not have even conceived five years ago. For example, Netflix distributes their content to over 100 million customers. Amazon distributes its content to its Prime members, that's estimated to be in excess of 60 million. Google and Facebook reach and distribute content to literally billions of customers. And the government contends that AT&T, with 25 million TV customers, and Turner, with a single-digit share of all media watched, will have unlawful market power. This defies logic and it is unprecedented. I've done a lot of deals in my career, but I've never done one where we have disagreed with the Department of Justice so much on even the most basic of facts. But despite our disagreements, we have offered concrete and substantial solutions, and as we head to court, we will continue to offer solutions that will allow this transaction to close. It cannot be lost in the noise that combining these two companies will create significant and tangible consumer benefits, and every day we spend litigating this deal is a day we're wasting in bringing those benefits to the customers. We do not intend to settle this matter out of simple expediency because the rule of law is at issue here. Consistency in the application of the law is critical in a free-market economy, and it's equally important for preserving confidence in our government—confidence that they will fairly adjudicate the matters brought before them. When the government suddenly and without notice or any due process discards decades of legal precedent, businesses large and small are left with no guideposts. Every business combination or significant investment becomes subject to the whim of a regulator, as we're seeing here. That tends to be a roll of the dice. We have no intention of proposing a solution that is beyond what the rule of law would require, and if there are legitimate concerns, there are plenty of solutions within the precedent as well as within the DOJ's own guidelines. And we'll continue to prefer to propose those types of solutions to the government. So before I hand this over to the legal teams, I do want to address the elephant in the room here. There's been a lot of reporting and speculation about what this is all about, and frankly, I don't know. But nobody should be surprised that the question keeps coming up because we've witnessed such an abrupt change in the application of antitrust law here. But the bottom line is that we cannot and we will not be party to any agreement that would even give the perception of compromising the First Amendment protections of the press. So any agreement that results in us forfeiting control of CNN, whether directly or indirectly, is a non-starter. We believe quite strongly that any divestiture of AT&T assets or Time Warner assets is not required by the law, and we have no intention of backing down from the government's lawsuit. We are in this to win, and absent a reasonable compromise that doesn't violate our principles, we expect to do just that. So I turn it over to David.
D
David McAtee5:23
Sure. Just to underscore Randall's point on the rule of law, I should stress that the last time the Department of Justice actually tried a vertical merger case was in the Carter Administration—and it lost that case. Before that, you have to go back to the Nixon Administration to find the last time a court has blocked a vertical merger. In the nearly 50 years since then, mergers like ours have been approved again and again because they benefit consumers without removing any competitors from the marketplace. That is the legal precedent upon which the parties relied when we entered into this transaction, and under that precedent, we see no reason for this deal to be treated any differently. For more on the DOJ lawsuit in particular, I turn it over to Dan Petrocelli, our lead counsel.
D
Dan Petrocelli6:09
Thank you, David. Today's suit by the Department of Justice to block this merger represents a serious and very troubling departure from decades of legal precedent and antitrust guidelines. But the good news is that in our system of justice, the DOJ does not have the final word. It is the court who will settle this issue, and it will do so based on the facts, the law, and the evidence. In a merger case like this, the DOJ has the burden of proof. It has to prove that this merger will harm competition. It has to prove that this merger will harm consumers. It's a burden that they have not met in a half a century, and it's one that they cannot and will not meet here. Now, just to give you some context, I've been representing both AT&T and Time Warner throughout the DOJ's review of this merger transaction over the past year. I have personally sat through days and days of sworn testimony by senior executives from both companies who have explained to the DOJ in great detail every aspect of this merger, including how the combined company will be more efficient, how the company will be better able to compete, and most importantly, how the combined company will be able to offer exciting new video content and other benefits to consumers. The record of evidence before the DOJ could not be more clear and convincing that there is no harm to competition and there is no harm to consumers. That's exactly what you would expect from a merger like this, because this is a classic vertical merger combining two companies that do not compete with each other. Time Warner owns content, AT&T distributes content. Under basic principles of law and economics, combining these two non-competing, complementary companies should pose no antitrust problem. Now, before he was nominated to lead the Antitrust Division, Makan Delrahim himself publicly acknowledged the following. Could you please play the tape?
M
Makan Delrahim (tape)8:52
This is more of what we would call a vertical merger—content with distribution rather than two competitors merging. So I anticipate that the FCC will have little if any role and there will be a pure antitrust review. It shouldn't be—I think, you know, just the sheer size of it and the fact that it's media, I think will get a lot of attention. However, I don't see this as a major antitrust problem.
D
Dan Petrocelli9:24
And he was right. There is no major antitrust problem. There is no antitrust problem. And nothing has changed since Mr. Delrahim gave those remarks. This merger will not eliminate a single competitor, the TV bill will not go up, and the combined company will not keep CNN, TNT, HBO, or any other network to itself. Simply put, the theories in the DOJ's complaint filed about an hour ago simply have no proof and make no sense in the real business world. And we are confident that the law and the facts will prevail and that this merger will be allowed to proceed. So with that, we'd be glad to take questions.
D
Drew Fitzgerald10:29
I'm Drew Fitzgerald of the Wall Street Journal. I get two questions very quickly. Do you have any—could the president's tweets or any White House discussions play into your arguments and your strategy?