Re. Maxine Waters (D-Calif.) and other members of the Congressional Black Caucus are urging the FCC to use its upcoming merger reviews to promote more diversity in the media business through a laundry list of enforceable conditions mandating diversity in virtually all aspects of company business.
In a letter to FCC Chairman Tom Wheeler, she and 50 other legislators outlined a set of guidelines for the commission as it vets the proposed Comcast/Time Warner Cable and AT&T/DirecTV and Sprint/T-Mobile mergers, saying those mergers are an opportunity to "encourage" diversity.
They also cited some of the voluntary diversity commitments made in the Comcast/NBCU deal.
"[A] true commitment to diversity goes beyond philanthropic donations," said Waters. "It begins with a firm commitment and ends with a measurable plan of action to ensure the expansion of economic opportunities for women and minority-owned businesses."
The lawmakers' guidelines were related to enforceable commitments on everything from media ownership and management to programming, distribution, advertising, procurement, legal and other services.
They also say that once the commitments are made, the companies must be transparent about their fulfillment and the FCC diligent in its enforcement.
"No other media and technology company in America has been more aggressive and more supportive of driving diversity and inclusion than Comcast," said Comcast/NBCU VP, government relations, Sena Fitzmaurice. "Our goal has been to be a model for diversity and inclusion, and we are proud to have been recognized widely for that commitment. We have achieved significant accomplishments in driving diversity in Governance, Workforce, Procurement, Programming, and Community Investment. We look forward to extending our best in class diversity practices to the entire Time Warner Cable footprint.”
Here are what the members of the caucus suggest should be essentially boilerplate enforceable conditions in "all merger applications triggering a public interest FCC review," which would be every merger under the FCC's purview, since its role in the merger review process is to go beyond anti-trust to an affirmative showing of public interest benefits.
1. Boards of Directors and Senior Management: The applicants should include within their application, in initial filings or by amendment, the companies’ current diversity goals. Specifically, from junior staff to middle management to executive management, to the corporate boards, the applicants should outline the metrics in place to ensure the recruitment and retention of African Americans, women and other underrepresented groups to executive-level management and boards of directors. The applicants should include a comprehensive outline for how it intends to integrate diversity and minority inclusion (with qualitative and quantitative goals and benchmarks) as a part of the corporate culture, including among executive leadership and top-level management.
2. Divestitures and Spinoffs: If applicants are required or independently seek divestiture of assets and other properties as a condition of the transaction’s approval, applicants should ensure those divestiture plans include ownership opportunities for smaller, minority and women-owned firms. For example, in the Comcast-TWC transaction, and the upcoming AT&T-DirecTV and Sprint-T-Mobile transactions, the applicants should detail how the proposed transactions will create minority ownership opportunities in the sale of cable television and wireless cellular systems.
3. Financial Services: The applicants should include within their application and among their public interest conditions how they intend to establish and/or expand contracting and consulting opportunities for minority asset managers, broker-dealers, pension fund consultants, public finance professionals, investment bankers, securities/bond counselors, commercial bank underwriters, institutional investors, pension and endowment plan sponsors and other minority professionals in the financial services industry. Even before the initial filing of any application with the FCC, the applicants should also include minority and women-owned firms in underwriting activities.
4. Legal Services: The applicants should include within their application how they will extend to minority and women-owned law firms and firms with proven track records of developing and retaining minority and women associates and partners opportunities to act as outside counsel for litigation and regulatory matters and corporate transactions.
5. Real Estate: The applicants should include within their application how they will include minority and women owned real estate professionals in matters involving the acquisition and disposition of company real estate in the form of land, buildings, real estate improvements, lease of space for company purposes, subordination agreements related to financed real estate and other real estate matters."
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