Last November, Randall Stephenson, the C.E.O. of A.T. & T., walked onto a stage in the Time Warner Center for an interview as part of the Times’ annual DealBook conference. The executive’s goal seemed straightforward: to convince everyone in attendance that his company’s historic merger with Time Warner was on track to close as planned. “We’re at advanced stages of negotiations and discussions with the Department of Justice,” he said.
The two companies had announced their eighty-five-billion-dollar merger thirteen months earlier, but the deal was still undergoing a drawn-out review by the Justice Department for potential violations of antitrust laws. Audience members knew that President Trump was highly critical of CNN, which is owned by Time Warner, and hated the way that the network had portrayed him. News reports surfaced the previous day suggesting that Trump was trying to pressure the Justice Department into requiring the company to sell CNN for the the merger to be approved.
“There are so many rumors and suppositions going around,” Stephenson said with a smile, leaning back in a white armchair. “First and foremost, irrespective of what was reported yesterday, I have never been told that the price of getting the deal done was selling CNN. Period. And, likewise, I have never offered to sell CNN. And let me repeat what we said yesterday: there is absolutely no intention that we would ever sell CNN.”
Stephenson said that part of the delay was the grindingly slow process of getting the Senate to confirm Trump’s new Justice Department antitrust chief, Makan Delrahim. It had been a complex process for the companies, too, Stephenson explained, as they learned the Justice Department’s priorities and concerns. “You spend a lot of time getting to know what the bid ask is in a transaction,” Stephenson said.
On Tuesday night, the potential contours of that bid and ask came into clearer focus. Michael Avenatti, the attorney representing the adult-film star Stormy Daniels, who is suing President Trump, released a document accusing Trump’s lawyer and fixer Michael Cohen of using a secret bank account to accept and pay out money to and from various parties. Avenatti claimed that Cohen had created a limited liability company based in Delaware, called Essential Consultants, in October, 2017, shortly before the Presidential election, as well as a related account at First Republic Bank.
The payments to and by Cohen, who is under investigation by the Manhattan U.S. Attorney’s Office, included the disbursement of a hundred-and-thirty-thousand-dollar payment to Daniels in return for her silence about an alleged affair with Trump. Other allegations contained in Avenatti’s report—many of which have been confirmed by other media outlets—raise major questions. The account allegedly received five hundred thousand dollars in payments from an investment firm linked to the Russian oligarch Viktor Vekselberg, as well as payments from several large corporations that have business interests under consideration by the Trump Administration, including a subsidiary of the pharmaceutical firm Novartis, which sent four payments, totalling close to four hundred thousand dollars, according to Avenetti’s records. (Novartis said it had hoped that Cohen “could advise the company as to how the Trump administration might approach certain US healthcare policy matters, including the Affordable Care Act,” and had paid him $1.2 million.)
The most shocking payment might be the one that concerns A.T. & T.: Between October, 2017, and January, 2018, according to Avenatti’s findings, the company paid a total of two hundred thousand dollars to Cohen’s L.L.C. The company confirmed the payments almost immediately, issuing the following statement: “Essential Consulting was one of several firms we engaged in early 2017 to provide insights into understanding the new administration,” A.T. & T. said. “They did no legal or lobbying work for us, and the contract ended in December 2017.”
The statement rules out two of the most obvious and legitimate (if distasteful) potential explanations for such a transfer of funds—legal advice and lobbying. But that simply raises further questions: Why were the payments made by A.T. & T.? Who in the company knew about them? Who authorized them? And what was the company promised or expecting (even without an explicit promise) in return? It is possible that there is a logical—and legal—explanation for the payment. On the surface, though, the sequence of events is deeply disturbing.
One of America’s most venerable and well-known corporations transferred large sums of money to the President’s personal attorney through secret, unofficial channels, at the same time that it was seeking government approval of its gigantic merger transaction. The suggestion that A.T. & T. believed that Trump’s personal lawyer was an appropriate person to approach for paid expertise about the new Administration is suspect. As Stephenson bantered on the conference stage, he hid the fact that his company had already paid a hundred thousand dollars to Michael Cohen. A.T. & T. has a great deal of explaining to do.
It is common for companies large and small to spend prodigiously on lobbying in Washington, particularly when they have major regulatory issues under review. According to the Center for Responsive Politics, A.T. & T. spent $16.78 million on such lobbying in 2017, and has spent over four million dollars so far in 2018, with the money going to a long list of law firms and strategy shops. The best thing that one can say about such expenditures is that they are typically publicly disclosed. The company never disclosed the payment to Cohen.
The irony behind all this is that, if A.T. & T. had been hoping to improve the odds of seeing its merger completed, the strategy seems to have failed. On November 20th, just days after Stephenson’s optimistic performance at the Time Warner Center, the Justice Department filed a lawsuit seeking to block the merger from closing, on the basis that it would grant the companies too much market power and would ultimately hurt consumers. Economists generally agree that there has been too much corporate consolidation in the American media market, which has led to huge increases in the prices consumers pay for cable TV and Internet access, among other things, even as lively new providers of television series, such as Netflix and Amazon, have flourished. Still, A.T. & T. and Time Warner are in different businesses; the former provides phone, cable and Internet access, while the latter produces content, through CNN, HBO, and other channels. The government has rarely opposed consolidation of companies in different businesses in the past, but some experts have been critical of the A.T. & T.–Time Warner merger nonetheless, because of how powerful the major media conglomerates already are.
The companies and the Justice Department just completed a six-week trial in federal court in Washington, during which thousands of pages of documents were filed and the companies presented duelling economic experts as witnesses. Judge Richard Leon indicated that he would announce his decision by June 12th. Even if the deal is ultimately permitted to go through, it will have come after the expenditure of enormous resources. Still, the companies may have learned an important lesson in the process, one that has been internalized by many other past clients and business partners of the President: when entering into a bargain with Trump, one can never be sure that he will follow through on his end of the deal.
Toward the end of Stephenson’s conference appearance last November, the CNN reporter Brian Stelter, who was in the audience, asked, “You haven’t spoken about President Trump, and the theories from Democratic lawmakers and public interest groups that his hatred of CNN could be affecting what the D.O.J. is doing. Do you have any reason to believe that there’s a Trump factor?” Stephenson paused for a moment before answering. “I have no reason to believe that,” he said, throwing his hands in the air. A few moments later, he said, “It is what it is. What I try to do at any moment is try to be very candid.”