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Comcast:NBCU Controls NBCU

Comcast made it clear Monday that the recent announcements of post-merger management changes at NBCU--if and when the deal goes through--are just that, post-merger, and that it currently has no role in NBCU operations or decisions.

That came in a statement after Sen. Al Franken (D-Minn.) wrote to the Justice Department to ask it to look into whether those changes violated antitrust laws, according to a report by Bloomberg's Todd Shields. A Franken staffer confirmed he had sent such a letter.

"Transition and integration planning is common, proper, and expected in a transaction of this type. Post-closing management teams are regularly announced prior to antitrust approval," said Comcast of Franken's query. "NBC Universal has remained in total control of all decision making to date, Comcast has had no role in NBC Universal business operations.  At every step of the way, this process has been supervised by counsel to ensure faithful adherence to the rules, and that will continue."

Franken (D-Minn.) has been a serious critic of the deal, grilling NBCU executives at Hill hearings (Franken used to work for NBC as a writer and performer on Saturday Night Live) and registering his "serious and fundamental reservations" in an official comment to the FCC.

In the letter, a copy of which was supplied to B&C/Multichannel News, Franken asked the Justice Department to investigate whether Comcast was in compliance with antitrust laws. Specficallly, he referred to Comcast's announcement Sept. 26, after naming Steve Burke as the prospective CEO of NBCU, that "there will be no additional structural or personnel announcements until the deal closing process and timing is certain."

Franken points out that neither the FCC nor Justice have yet weighed in, but that last week Burke announced the new NBC Universal executive team. "By announcing the future leadership of NBC Universal well in advance of the federal approval," Franken wrote, "Comcast may be seeking to indirectly exert managerial and operational control of that company."

Among his worries are that now that NBCU employees know "who their real bosses are," they could begin supplying them with "competitively sensitive information."

Franken concedes that the remerger announcement may not by itself constitute "gun-jumping," he said that combined with the comment about no announcements until there is certainty does merit investigation.
In his note to employees about the changes last week, Burke was careful to point out that they were not yet in effect. He wrote:

"We are beginning our leadership announcements now because with the anticipated close of the deal nearing, we want to give everyone enough time to begin to think about the specific opportunities and challenges they will face beginning the day of the close.  This is particularly true for areas that have transition work to complete before we close.  While new roles won't be effective until the deal closes, and while there will be more announcements to come, it is important that we are prepared to hit the ground running...The team described above will not begin to operate the company until after the transaction closes, which will occur following regulatory approval.  Between now and then, each business will continue to be managed by its respective leadership team..."