Priced-Out Buyers and Output-Reduction Injury: The Second Circuit Expands Antitrust Standing in DirecTV, LLC v. Nexstar Media Group, Inc.

1. Introduction

In DirecTV, LLC v. Nexstar Media Group, Inc., No. 24-981 (2d Cir. Dec. 16, 2025), the United States Court of Appeals for the Second Circuit issued a significant antitrust standing decision arising out of a high-stakes dispute in the television retransmission market.

DirecTV, a multichannel video programming distributor (MVPD), sued Nexstar and its so‑called “sidecar” broadcasting partners Mission Broadcasting and White Knight Broadcasting. DirecTV alleged a horizontal price-fixing conspiracy to extract supracompetitive retransmission consent fees and, when DirecTV refused to pay, the defendants allegedly engineered blackouts of Big‑4 network stations that led to subscriber attrition and lost profits.

The district court dismissed the Sherman Act § 1 claims for lack of antitrust standing, holding that DirecTV (1) suffered no “antitrust injury” because it never paid the allegedly supracompetitive prices, and (2) was not an “efficient enforcer” because its injuries were indirect and speculative. The court then declined supplemental jurisdiction over the New York state-law claims.

In an opinion by Judge Menashi, joined by Judge Chin, the Second Circuit reversed, holding that:

Lost profits from a reduction in output (here, blackouts) can constitute antitrust injury in a price‑fixing case even when the plaintiff never pays the overcharge; and
DirecTV, although a “nonpurchaser” in the sense of having refused to buy at the fixed price, is an efficient enforcer under the Associated General Contractors (AGC) framework.

Judge Sullivan dissented, agreeing that DirecTV may have suffered some harm but concluding that its injury is too indirect and its damages too speculative to satisfy the efficient-enforcer test.

The case breaks doctrinal ground in at least three ways:

It explicitly recognizes reduced output and consequent lost profits as a primary antitrust injury in a price‑fixing setting, not merely overcharges.
It is, as the dissent stresses, the first appellate decision to find antitrust standing for a “priced-out” nonpurchaser in a horizontal price‑fixing case on a lost‑profits theory.
It corrects a misstatement that had circulated in district court decisions about Article III’s “possibly fairly traceable” standard, reaffirming that standing allegations must be plausible under Twombly/Iqbal.

2. Background

2.1 The Retransmission Market and the FCC Duopoly Rule

DirecTV operates as an MVPD, bundling numerous television channels and selling subscription packages to consumers nationwide via satellite and streaming. To carry a local broadcast station (e.g., a local CBS or FOX affiliate), an MVPD must enter into a retransmission consent agreement (RCA) with the station’s owner. The RCA grants rights to retransmit the station’s programming in exchange for a negotiated fee per subscriber.

The defendants—Nexstar, Mission, and White Knight—own or control local affiliates of the Big‑4 networks (ABC, CBS, NBC, FOX) in numerous designated market areas (DMAs). Big‑4 affiliates provide marquee content: live sports (NFL, NBA, MLB, NHL, college sports), popular primetime shows, local news, and high-profile events. As the opinion notes, these channels are “typically the highest ranked in terms of audience share and ratings in each DMA,” making them indispensable for MVPDs competing for subscribers.

Federal law and FCC regulations, particularly the so‑called “Duopoly Rule,” generally prevent a single broadcast group from owning or controlling more than one Big‑4 station in any given DMA. To comply, large groups like Nexstar often divest to “sidecar” entities—nominally independent owners (such as Mission and White Knight) that, in practice, rely heavily on the larger group for operational and financial functions.

Critically, however, the FCC requires that sidecars maintain independence in certain key areas, including negotiating their own RCAs. Coordination on retransmission consent between a parent group and its sidecar in “overlap” markets (where both own Big‑4 stations in the same DMA) raises both regulatory and antitrust concerns.

2.2 The Alleged Price-Fixing Conspiracy and Blackouts

DirecTV’s RCAs with Mission and White Knight came up for renewal in 2022. DirecTV alleges that instead of negotiating independently, Mission and White Knight “effectively relinquished decision-making authority to Nexstar,” and that Nexstar orchestrated a horizontal price‑fixing scheme:

Mission, White Knight, and Nexstar allegedly agreed—through a common negotiator, consultant Eric Sahl—to demand supracompetitive retransmission fees from DirecTV in overlap DMAs.
The fees were described as “radically disproportionate” to Mission’s and White Knight’s station portfolios and “intentionally calculated to prevent the parties from reaching an agreement.”
DirecTV claims that Sahl used non-public Nexstar information and advanced positions contrary to Mission’s and White Knight’s independent economic interests, but advantageous to Nexstar’s broader strategy.

When DirecTV refused to agree to those allegedly fixed prices, Mission and White Knight pulled their signals, causing blackouts for nearly one million DirecTV subscribers. The three companies then issued nearly identical public statements about the dispute, which DirecTV says were drafted by Nexstar.

DirecTV contends the conspiracy had two coordinated objectives:

To channel Mission’s and White Knight’s elevated profits to Nexstar, which had rights to collect “substantially all” of their available cash and held options over their station assets; and
To set a supracompetitive price “benchmark” that Nexstar itself could later invoke in its own direct negotiations with DirecTV.

Having refused the allegedly supracompetitive rates, DirecTV faced sustained blackouts. It alleges that thousands of customers canceled service because they lost access to Big‑4 content, causing substantial lost profits.

2.3 District Court Proceedings

DirecTV sued under:

Section 1 of the Sherman Act (horizontal price-fixing); and
Various New York contract and tort theories.

The Southern District of New York (Judge Furman) granted the defendants’ motion to dismiss, 724 F. Supp. 3d 268 (S.D.N.Y. 2024), holding:

Article III standing: DirecTV had constitutional standing (injury, causation, redressability).
Antitrust standing: DirecTV lacked antitrust standing because:
- It suffered no cognizable antitrust injury—horizontal price fixing harms competition through “payment of supracompetitive prices,” and DirecTV never paid the alleged overcharge; and
- As a “nonpurchaser” whose injury was “indirect” and “speculative,” DirecTV was not an efficient enforcer under the four-factor AGC test.

The court dismissed the Sherman Act claim and, in the absence of a federal anchor, declined to exercise supplemental jurisdiction over the state-law claims. DirecTV appealed the antitrust standing ruling; the parties and the United States (as amicus) briefed the issues fully before the Second Circuit.

3. Summary of the Second Circuit’s Decision

The Second Circuit’s majority opinion resolves three principal questions:

3.1 Article III Standing

The court:

Clarifies that at the pleading stage, Article III standing must satisfy the same Twombly/Iqbal plausibility standard as other allegations—district court references to a “possibly fairly traceable” causation standard are incorrect.
Holds that DirecTV plausibly alleged:
- Causation: Blackouts and subscriber losses were likely caused, at least in part, by defendants’ alleged price-fixing and resulting withdrawal of signals.
- Redressability: Past economic injury is redressable by damages; future harm from continued coordination could be mitigated by injunctive relief barring coordinated negotiations.

3.2 Antitrust Injury

Applying the Second Circuit’s three-step framework for antitrust injury (from Gatt Communications and Harry v. Total Gas), the court holds that:

Horizontal price fixing harms competition both by raising prices and by reducing output.
DirecTV plausibly alleged that defendants’ conspiracy forced it to choose between paying supracompetitive fees and suffering an output reduction (blackouts); DirecTV chose the latter, leading to lost profits from subscriber cancellations.
These lost profits “flowed directly from the output-reducing effects” of the alleged conspiracy and are the kind of harm the antitrust laws are meant to prevent.

As a result, antitrust injury is adequately alleged even though DirecTV never paid the inflated prices.

3.3 Efficient Enforcer Analysis

The majority also finds DirecTV to be an efficient enforcer under the four AGC factors:

Directness: DirecTV’s injury is a “first-step” consequence of the alleged price-fixing; it was the direct negotiating counterparty and intended target of the scheme, and its output reduction (blackouts) and lost profits followed immediately from refusing the supracompetitive price.
Existence of better-situated plaintiffs: There are no more direct or better-situated plaintiffs. The alleged conspiracy was specifically directed at DirecTV; no other MVPDs are alleged to have paid or sued over similar fixed prices.
Speculativeness of damages: DirecTV’s lost profits can be grounded in a pre-existing course of dealing (repeated triennial renewals); its damages—subscriber losses during blackout periods—are not so speculative as to defeat standing.
Risk of duplicative recovery or complex apportionment: There is no pass-on problem or overlapping class of plaintiffs here, and no need to divide a common overcharge among multiple layers in the distribution chain.

Concluding that both antitrust injury and efficient-enforcer requirements are satisfied, the Second Circuit:

Reverses the dismissal of the federal antitrust claims; and
Vacates the district court’s dismissal of the state-law claims, remanding for further proceedings on all causes of action.

3.4 The Dissent

Judge Sullivan dissents solely on the efficient-enforcer prong. He argues that:

DirecTV is a nonpurchaser that chose not to pay the allegedly fixed price, and its injury (lost profits) is several steps removed from the alleged violation;
Calculating damages would require a highly speculative reconstruction—what terms would have been agreed upon absent collusion, how many customers would have stayed, and what profits DirecTV would have realized; and
The majority breaks new ground by granting standing to a priced-out nonpurchaser in a way that risks overextending private antitrust enforcement beyond the bounds of proximate causation.

4. Detailed Legal Analysis

4.1 Article III Standing: Reaffirming the Plausibility Standard

4.1.1 Rejecting the “Possibly Fairly Traceable” Formulation

A noteworthy preliminary issue is the court’s clarification of the constitutional standing standard at the motion-to-dismiss stage. Some district courts in the Second Circuit had used a loose formulation that plaintiffs need only allege injuries that are “possibly fairly traceable” to defendants’ conduct.

The panel rejects that phrasing as inconsistent with:

Lujan v. Defenders of Wildlife, 504 U.S. 555 (1992), which requires each standing element to be proved with the degree of evidence appropriate to the procedural stage; and
Amidax Trading Group v. S.W.I.F.T., 671 F.3d 140 (2d Cir. 2011), which holds that plaintiffs must allege facts that “affirmatively and plausibly suggest” standing.

At the pleading stage, causation and redressability must be supported by non-conclusory factual allegations that allow a reasonable inference of standing, under Iqbal and Twombly. A “sheer possibility” that the elements are satisfied is not enough.

4.1.2 Application to DirecTV: Causation and Redressability

The majority finds DirecTV’s allegations sufficient:

Causation:
- DirecTV alleges that defendants conspired to demand impossibly high prices, intending to prevent an agreement unless DirecTV capitulated.
- DirecTV refused; Mission and White Knight pulled their signals; blackouts ensued; subscribers predictably canceled.
- Those allegations, the court holds, plausibly support the inference that defendants’ conduct was a likely, not merely conceivable, cause of DirecTV’s lost profits—satisfying the “fairly traceable” requirement.
Redressability:
- Past lost profits are redressable through damages.
- Future harm from continuing coordination can be reduced by an injunction prohibiting Nexstar from coordinating retransmission negotiations or sharing competitively sensitive information with its sidecars.
- The court emphasizes that DirecTV need only show that the risk of future harm “would be reduced” by relief, citing Massachusetts v. EPA, 549 U.S. 497, 526 (2007), not that harm will be fully eliminated.

4.2 Antitrust Injury: Recognizing Output Reduction and Lost Profits

4.2.1 The Three-Step Test

The Second Circuit’s antitrust injury framework (from Gatt, Daniel, and Harry) requires:

Identifying the challenged practice and its anticompetitive tendency;
Identifying the plaintiff’s actual injury; and
Comparing the two to confirm that the injury “flows from that which makes the defendants’ acts unlawful.”

4.2.2 Horizontal Price Fixing and Its Dual Harms

The district court’s key legal error, according to the majority, was to treat supracompetitive price payment as the only cognizable harm from horizontal price fixing. The appellate panel counters with familiar Supreme Court and Second Circuit observations:

United States v. Socony-Vacuum Oil Co., 310 U.S. 150 (1940): price fixing directly interferes with free market forces and is per se unlawful.
NCAA v. Board of Regents, 468 U.S. 85 (1984): price fixing produces higher prices and lower output compared to competitive levels.
California Dental Ass’n v. FTC, 526 U.S. 756 (1999): increases in price cause demand to fall, reducing output.
Major League Baseball Properties v. Salvino (Sotomayor, J., concurring): inflated prices reduce the number of consumers willing to buy at those prices, thereby restricting output.

From this, the court emphasizes that:

Price-fixing injuries come in two principal forms:

Overcharges: buyers pay more than they would in a competitive market; and
Output restrictions: fewer units of the product or service are sold (or, in this case, carried), because high prices or breakdowns in supply relationships reduce the volume of trade.

4.2.3 DirecTV’s Injury as Output-Reduction Harm

DirecTV’s complaint, properly construed, alleges:

Defendants fixed RCA prices with the aim of forcing DirecTV either to accept higher rates or to suffer station blackouts.
DirecTV refused; output fell (DirecTV no longer carried Mission and White Knight stations); subscribers facing less content canceled; DirecTV’s profits declined.

The lost profits derive directly from the classic anticompetitive effect of price fixing: reduced output, here manifested as the withdrawal of Big‑4 signals from DirecTV’s lineup. As the majority puts it, this is “an artificial reduction in output ‘below levels dictated by consumer demand’” (quoting the Ninth Circuit’s City of Oakland v. Oakland Raiders).

That DirecTV chose output reduction over price elevation does not insulate the conspiracy from antitrust scrutiny. Instead, it shows the conspiracy’s effectiveness: the conspiracy placed DirecTV in a forced choice between two anticompetitive harms, and DirecTV took the path that minimized its immediate cost but still inflicted cognizable antitrust injury.

4.2.4 Relationship to Brunswick and Classic Antitrust Injury Doctrine

The decision is consistent with Brunswick Corp. v. Pueblo Bowl-O-Mat, 429 U.S. 477 (1977), which insists that antitrust injury must reflect harm to the competitive process, not merely harm to a competitor. Here:

The alleged reduction in output (blacked-out Big‑4 content) is a quintessential marketplace distortion, not a mere business setback.
Subscriber cancellations flowed directly from that distorted market condition.
The injury is not a byproduct of increased competition; it is the result of coordinated conduct that suppressed the volume of trade at artificially set prices.

Thus, the court holds that DirecTV has satisfied the antitrust injury requirement even without alleging that it ever paid supracompetitive fees.

4.3 Efficient Enforcer: Applying the AGC Factors

4.3.1 Factor One – Directness of Injury and the First-Step Rule

The first factor asks whether the violation was a direct or remote cause of the injury, using proximate cause and the “first-step rule.” Under this rule, injuries occurring at the first step after the unlawful conduct are considered proximately caused; damages flowing through intervening actors or decisions are often deemed too remote.

The majority treats DirecTV’s injury as a “first-step” harm:

Defendants allegedly fixed RCA prices targeting DirecTV;
DirecTV rejected the supracompetitive fees, as the conspiracy contemplated;
Mission and White Knight pulled their signals, reducing output to DirecTV subscribers;
Subscribers canceled; DirecTV lost profits.

Critically, there were no intervening antitrust victims whose harms served as the causal link to DirecTV. DirecTV was the direct negotiating counterparty and alleged intended victim; the chain from collusion to output reduction to lost revenue is therefore sufficiently “close in the chain of causation.”

4.3.2 Majority vs. Dissent on Directness

Judge Sullivan views the causal chain as too long and dependent on DirecTV’s own business choices:

Defendants colluded on price;
DirecTV unilaterally decided not to pay and to walk away;
Blackouts resulted;
Subscribers, for various reasons (not necessarily only blackouts), canceled.

He underscores that antitrust law is primarily designed to protect those who actually pay inflated prices, not those who decline to buy, and that nonpurchaser injuries are generally remote.

The majority responds that directness does not turn on whether the plaintiff is a purchaser or nonpurchaser per se, but on whether the plaintiff is the direct target of the violation and whether the injury is the natural, expected result. Here, because the alleged conspiracy was crafted precisely to put DirecTV under the gun—higher prices or reduced output—the first-step rule favors standing.

4.3.3 Factor Two – Existence of Better-Situated Plaintiffs

This factor asks whether there is “an identifiable class of persons whose self-interest would normally motivate them to vindicate the public interest in antitrust enforcement”—for example, direct purchasers in a price-fixing scheme.

In prior cases like IQ Dental Supply, American Express, and Platinum & Palladium, the Second Circuit found plaintiffs to be inefficient enforcers where:

Other, more direct victims (e.g., direct transacting counterparties) clearly existed; and
Those more direct victims had already sued or readily could sue.

In contrast, the court here accepts DirecTV’s allegation that the conspiracy was specifically aimed at DirecTV and structured around its imminent RCA renewals. No other MVPDs are alleged to have been subject to the same scheme or to have paid the inflated fees. Thus, there is no class of more motivated, more direct plaintiffs whose potential presence would counsel against allowing DirecTV to sue.

The majority emphasizes that denying DirecTV a remedy, on the allegations, would “likely leave a significant antitrust violation undetected or unremedied,” contrary to AGC’s rationale for private enforcement.

Judge Sullivan largely agrees on this factor, focusing his disagreement on directness and speculativeness instead.

4.3.4 Factor Three – Speculativeness of Damages

The third factor examines whether calculating damages would be “highly speculative.” This is often the crux for nonpurchaser claims because estimating what would have happened in a hypothetical competitive market can be difficult.

The majority finds DirecTV’s damages sufficiently concrete for several reasons:

DirecTV had pre-existing RCAs with Mission and White Knight and a “longstanding history” of renewals on a roughly three‑year cycle. That history provides a baseline for what a competitive outcome might have looked like.
DirecTV can quantify:
- When blackouts occurred;
- In which DMAs they occurred; and
- How many subscribers canceled (and the associated revenue) during those periods.
The damages measure is not a purely hypothetical “we would have bought and resold at a profit” scenario; it concerns an interruption in an established business relationship, with observable subscriber behavior during the interruption.

Judge Sullivan strongly disagrees. Drawing on City of Oakland, Montreal Trading, and the Areeda & Hovenkamp treatise, he stresses that:

Nonpurchasers “priced out” of the market present “special problems” because anyone can claim they would have purchased at a competitive price.
To compute DirecTV’s damages, a court would need to speculate about:
- Whether the parties would have reached any RCA absent collusion;
- The precise price, term, and timing of such an agreement;
- How many customers canceled because of blackouts rather than price increases, streaming competition, or other market trends; and
- Whether lost revenues would be offset by fees saved when DirecTV did not carry those stations.
DirecTV’s alleged “course of dealing” is thin—essentially one prior set of negotiations—providing little reliable benchmark.

The dissent worries that the majority’s willingness to accept such a damages model at the pleading stage lowers the gatekeeping function of the efficient-enforcer test, despite the high costs of antitrust discovery emphasized in Twombly.

4.3.5 Factor Four – Risk of Duplicative Recovery and Complex Apportionment

Finally, the court considers whether allowing DirecTV’s claim would risk duplicate recoveries (e.g., multiple layers of direct and indirect purchasers all suing for the same overcharge) or require complex apportionment of a common injury.

Because:

DirecTV seeks damages for its own lost profits, not for overcharges passed on to downstream parties; and
No other MVPD or other class of plaintiffs is alleged to be pursuing or positioned to pursue the same harm from the same conspiracy,

the majority finds no substantial risk of duplicative recovery or complicated allocation. Judge Sullivan does not contest this point.

4.4 Broadcasting “Sidecars,” FCC Regulation, and Antitrust

Although the case is doctrinally about standing, it also illuminates the intersection of media regulation and antitrust enforcement:

The FCC’s Duopoly Rule aims to preserve competition by preventing a single entity from controlling multiple Big‑4 affiliates in a DMA.
Sidecar arrangements, where large broadcasters divest stations to ostensibly independent entities but retain operational and financial leverage, can attenuate the rule’s effect if not monitored.
Here, Nexstar’s inclusion of Mission’s and White Knight’s financial results in its SEC filings, its collection of “substantially all” of their cash, and its purchase options over their assets all suggest a high level of control consistent with the “sidecar” model.

The antitrust allegations build on this structure: if Nexstar orchestrates sidecar negotiations to set supracompetitive benchmarks, the combination of regulatory and antitrust violations could substantially distort retransmission markets. The Second Circuit’s willingness to allow DirecTV’s suit to proceed signals that sidecar arrangements, when used as vehicles for horizontal coordination rather than true divestitures, may draw enhanced antitrust scrutiny.

5. Precedents and Their Influence on the Court’s Reasoning

The opinion integrates a long line of Supreme Court and Second Circuit cases to frame its analysis:

5.1 Associated General Contractors (AGC) and the Efficient-Enforcer Framework

AGC, 459 U.S. 519 (1983), is the foundation for limiting antitrust damages actions to appropriate private plaintiffs. The Second Circuit’s four‑factor efficient-enforcer test is a refined implementation of AGC’s emphasis on:

Proximate causation;
Existence of more direct victims;
Speculativeness of damages; and
Risk of multiple recoveries.

The court applies these principles to a novel context: a direct counterparty who never pays the overcharge but allegedly suffers an output-reduction injury.

5.2 Brunswick, Gelboim, and Classic Antitrust Injury

Brunswick limits recovery to harms reflecting reduced competition. Gelboim v. Bank of America, 823 F.3d 759 (2d Cir. 2016), reinforces that private litigants must show injury that “flows from that which makes the defendants’ acts unlawful.” The DirecTV majority reads these cases to permit recovery for:

Reductions in output when those reductions are the predictable consequence of a horizontal price-fixing conspiracy; and
Lost profits arising from that output reduction.

5.3 Gatt, IQ Dental Supply, and American Express

These Second Circuit decisions refine antitrust injury and efficient-enforcer analysis:

Gatt Communications, 711 F.3d 68 (2d Cir. 2013), provides the three-step antitrust injury framework and underscores that mere causation is insufficient.
IQ Dental Supply, 924 F.3d 57 (2d Cir. 2019), and American Express Anti-Steering Rules, 19 F.4th 127 (2d Cir. 2021), both deny standing to more remote plaintiffs where direct victims (e.g., merchants directly subject to Amex’s rules) could and did sue.

The DirecTV majority uses these precedents mainly to:

Distinguish situations where the plaintiff’s harm flows through reactions of independent third parties to the defendant’s pricing (e.g., competitors raising their own fees) from situations, like DirecTV’s, where the plaintiff is the direct counterparty targeted by the unlawful conduct.

5.4 Platinum & Palladium, Lotes, and the “First-Step” Rule

In re Platinum & Palladium Antitrust Litigation, 61 F.4th 242 (2d Cir. 2023), and Lotes Co. v. Hon Hai, 753 F.3d 395 (2d Cir. 2014), reinforce that:

Proximate cause in antitrust follows the “first-step rule”—harms suffered at later steps in a causal chain may be too remote; and
Price benchmark manipulation that affects the prices charged by non-conspiring intermediaries often yields indirect injuries.

The majority distinguishes DirecTV’s case because DirecTV deals directly with the alleged conspirators; its injury does not pass through third-party reactions to manipulated benchmarks. The court’s analysis indicates that the first-step rule is satisfied where:

The plaintiff is the immediate transacting party;
The conspiracy is alleged to target that party; and
The harm (output reduction and lost profits) is the intended outcome of the conspiracy.

5.5 Out-of-Circuit Authority: City of Oakland and Montreal Trading

Both the majority and dissent engage with two leading nonpurchaser decisions:

City of Oakland v. Oakland Raiders, 20 F.4th 441 (9th Cir. 2021):
- Recognizes that nonpurchasers priced out of a market may, in theory, suffer antitrust injury, but finds Oakland’s damages too speculative and remote.
- Notes that buyers who pay the cartel price are ordinarily the paradigmatic antitrust plaintiffs.
Montreal Trading Ltd. v. Amax Inc., 661 F.2d 864 (10th Cir. 1981):
- Similarly recognizes the theoretical availability of antitrust injury for nonpurchasers, but denies standing on efficient-enforcer grounds.

The dissent reads these cases—and the Areeda & Hovenkamp treatise—as reasons to deny standing to DirecTV; the majority instead highlights them as demonstrating that nonpurchaser claims are not categorically barred, and then finds that DirecTV’s particular factual allegations are more concrete and less speculative than those in the cited cases.

6. Complex Concepts Simplified

Horizontal price-fixing: An agreement among competitors at the same level of the supply chain (here, broadcast station owners) to set prices or price components rather than competing independently. It is per se illegal under § 1 of the Sherman Act.
Antitrust injury: A type of harm that the antitrust laws are designed to prevent, such as higher prices, reduced output, or diminished quality due to reduced competition. It is not enough that a plaintiff has been harmed; the harm must arise from the anticompetitive aspect of the defendant’s conduct.
Antitrust standing vs. Article III standing: Article III standing asks whether the plaintiff has suffered a concrete, particularized, fairly traceable injury that can be redressed by the court—this is a constitutional requirement for any federal lawsuit. Antitrust standing is an additional, statutory/policy-based requirement in antitrust cases that asks whether the plaintiff is an appropriate private enforcer under AGC.
Efficient enforcer: A plaintiff who is well positioned to bring an antitrust claim because its injuries are direct, damages are not unduly speculative, there are no more appropriate plaintiffs, and there is little risk of overlapping or duplicative damages. This concept limits which injured parties may sue for antitrust damages.
First-step rule (proximate cause in antitrust): A principle that injuries occurring at the first step after anticompetitive conduct are generally deemed proximately caused, while harms arising at later steps (e.g., through multiple layers of independent decisions or pass-through) are often too remote for antitrust damages.
Nonpurchaser or “priced-out” buyer: A potential buyer that declines to purchase a product or service at a cartel-inflated price and claims harm (e.g., lost profits) from being forced out of the market. Courts treat such claims cautiously because the injuries and damages are often more speculative than for buyers who did purchase at the inflated price.
Output restriction: A reduction in the quantity of goods or services provided to the market. In antitrust law, an output restriction caused by collusion (e.g., price fixing or market allocation) is a classic form of harm because it means consumers have fewer choices or less access than they would in a competitive market.
Retransmission consent agreement (RCA): A contract between a broadcast station and an MVPD (like DirecTV) under which the station permits the MVPD to retransmit its signal to subscribers in exchange for a fee. Failure to agree on price or terms can lead to station blackouts for the MVPD’s customers.
Blackouts: Periods during which an MVPD cannot show a particular broadcast station because it has no active RCA for retransmission. Blackouts often lead to subscriber dissatisfaction and cancellations, particularly when they involve Big‑4 stations and popular events.

7. Impact and Implications

7.1 Expansion of Antitrust Standing for Priced-Out Buyers

The most immediate impact of DirecTV v. Nexstar is the Second Circuit’s explicit recognition that:

A direct counterparty who refuses to pay a cartel price but suffers an output reduction and lost profits can have antitrust standing; and
Such a plaintiff can be an efficient enforcer if the conspiracy targeted it directly and if damages are sufficiently grounded in observable market events (e.g., blackouts and subscriber cancellations) and a prior business relationship.

This will likely:

Encourage future plaintiffs in the Second Circuit to frame antitrust injury not only in terms of overcharges but also in terms of output reductions and lost business; and
Invite more sophisticated economic and factual showings at the pleading stage concerning prior courses of dealing and concrete consequences of supply disruptions.

7.2 Broadcasting and MVPD Disputes

In the media sector, retransmission disputes and blackouts are increasingly common. This decision:

Signals that blackouts allegedly caused by coordinated pricing tactics may be fertile ground for antitrust litigation—not merely regulatory complaints or public-relations battles.
Places broadcasters and large station groups on notice that:
- Sidecar structures that functionally coordinate negotiations across nominally separate entities will face close antitrust scrutiny; and
- Using sidecars to set supracompetitive benchmarks could expose the group to private damage actions even when the MVPD never pays the benchmark price.

7.3 Article III Standing Pleading Practices

By correcting the “possibly fairly traceable” language, the Second Circuit reaffirms:

That all standing allegations must be plausible under Twombly/Iqbal; and
That courts must take care not to dilute constitutional requirements when distinguishing standing from the merits.

Future plaintiffs should expect closer scrutiny of their causation and redressability allegations, and district courts in the Second Circuit will likely adjust their formulations accordingly.

7.4 Scope and Limits of Private Antitrust Enforcement

The decision subtly shifts the balance of private antitrust enforcement:

It keeps AGC’s efficient-enforcer test intact, but interprets it flexibly in favor of a directly targeted, nonpurchaser plaintiff.
It may prompt debates in future cases over:
- How far the concept of “direct target” can stretch; and
- What constitutes a sufficiently non-speculative damages model in “priced-out” scenarios.

The dissent’s warning about speculative harm and litigation costs may temper the reach of this decision in borderline cases, but the doctrinal opening is clear: nonpurchasers are not categorically excluded if they can show direct, output-related injury and a credible, fact-based damages narrative.

8. Critical Reflections and Open Questions

8.1 Strengths of the Majority’s Approach

The majority’s reasoning is strong where it:

Corrects a doctrinal error (limiting antitrust injury in price‑fixing cases to overcharges) and aligns with mainstream antitrust economics that treat output restriction as equally central.
Tightly links DirecTV’s alleged injury to the very mechanism through which price-fixing harms the market (higher prices or suppressed output).
Recognizes the importance of private enforcement where the alleged conspiracy targets a single, large counterparty, such that public enforcement or other private suits may not suffice to deter or remedy the violation.

8.2 Concerns Highlighted by the Dissent

The dissent raises nontrivial concerns:

Once nonpurchasers are allowed to proceed on complex lost‑profits models, courts may face:
- Highly speculative damages estimates that depend on reconstructing hypothetical competitive negotiations; and
- Difficult causation questions in industries experiencing secular decline (e.g., traditional pay‑TV) or technological disruption.
If read broadly, the decision might encourage lawsuits from a wide variety of counterparties who refuse to transact at allegedly collusive prices and later claim lost profits.

8.3 Likely Limiting Principles

Nonetheless, several aspects of the majority’s reasoning provide implicit limiting principles:

Direct target requirement: The plaintiff must plausibly allege that the conspiracy specifically targeted it, not merely that it was one of many potential purchasers affected by a general price elevation.
Existing course of dealing: A history of similar transactions between the parties helps anchor damages and reduce speculation.
Concrete output disruption: Observable, well-defined disruptions (like blackouts at identified times and markets) provide a more stable basis for damages than abstract lost-opportunity theories.

Future courts in the Second Circuit are likely to require these or similar showings before extending DirecTV’s standing rationale to other nonpurchaser contexts.

9. Conclusion

DirecTV, LLC v. Nexstar Media Group, Inc. is a consequential antitrust standing decision. It clarifies that in the Second Circuit:

Antitrust injury from horizontal price fixing is not confined to the payment of supracompetitive prices; reduced output and resulting lost profits are equally cognizable when they flow directly from the conspiracy.
Nonpurchaser plaintiffs, when directly targeted and able to show relatively concrete damages arising from output restrictions, can qualify as efficient enforcers under the AGC framework.
Article III standing must be pleaded under the same plausibility standard that governs all federal claims; “possibly fairly traceable” is not the law of this circuit.

In the specific context of the television retransmission market, the decision signals heightened antitrust risk for broadcasters and sidecars that coordinate RCA negotiations across nominally separate entities, particularly where such coordination leads to blackouts and demonstrable subscriber losses.

More broadly, DirecTV v. Nexstar refines the contours of private antitrust enforcement by expanding standing in a narrow but important class of “priced-out” buyer cases, balancing doctrinal fidelity to antitrust injury and proximate cause with a pragmatic recognition that some serious anticompetitive schemes are designed to force counterparties not to pay, but to suffer output reductions instead. How far this new precedent will reach—and how often courts will find nonpurchaser damages sufficiently non-speculative—will be a central question in future antitrust litigation in the Second Circuit and beyond.