SGCI Holdings III LLC v. FCC

United States Court of Appeals

FOR THE DISTRICT OF COLUMBIA CIRCUIT

Argued May 15, 2026 Decided August 25, 2026

No. 25-5339

SGCI HOLDINGS III LLC AND SOOHYUNG KIM,

APPELLANTS

v.

FEDERAL COMMUNICATIONS COMMISSION, ET AL.,

APPELLEES

Appeal from the United States District Court

for the District of Columbia

(No. 1:24-cv-01204)

Patrick Strawbridge argued the cause for appellants. With

him on the briefs were Tyler R. Green, Jeffrey M. Harris,

Taylor A.R. Meehan, Frank H. Chang, and Daniel M.

Vitagliano.

Andrew M. Bernie, Attorney, U.S. Department of Justice,

argued the cause for federal appellees. With him on the brief

were Brett A. Shumate, Assistant Attorney General, and

Charles Scarborough, Attorney.

Michelle S. Kallen argued the cause for private appellees.

With her on the brief were Joshua Karsh, Cyrus Mehri, Elyse

D. Echtman, Alison Brooke Schary, Marietta Catsambas, Louis

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Miller, Nadia Ann Sarkis, David W. Schecter, Anne Marie

McClellan, Peter Rutledge, and Paul M. Finamore.

Paul D. Cullen, Jr. was on the brief for amicus curiae the

Administrative Law and Agency Practice Community of the

District of Columbia Bar in support of private appellees.

Before: SRINIVASAN, Chief Judge, and PILLARD and

WILKINS, Circuit Judges.

Opinion for the Court filed by Circuit Judge WILKINS.

WILKINS, Circuit Judge: In early 2022, Soohyung Kim,

through his company Standard General, an affiliate of SGCI

Holdings (collectively “Appellants”) won a public bidding

auction to buy TEGNA, a broadcast television station

company. Because the deal would result in the transfer of a

Federal Communications Commission (“FCC”) license, the

deal was contingent on Appellants obtaining regulatory

approvals from both the Department of Justice and the FCC,

which the merger agreement specified had to be done within

450 days. The proposed merger faced opposition from a

number of organizations, including the Allen Group, Emmer

Consulting (formerly known as the Goodfriend Group),

NewsGuild, the National Association of Broadcast Employees

and Technicians (“NABET”), United Church of Christ

(“UCC”), Common Cause, and DISH Network Corporation

(“DISH”), as well as a rival bidder and Allen Group CEO,

Byron Allen, his longtime lobbyist, David Goodfriend, and

DISH co-founder and board chairman Charlie Ergen

(collectively, the “Private Appellees”).

Ultimately, the 450-day window lapsed without FCC

approval, causing Appellants’ merger agreement with TEGNA

to expire, and forcing Appellants to pay a hefty break-up fee.

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Appellants then brought suit under the Equal Protection clause

of the Fifth Amendment and 47 U.S.C. § 310(d) against the

FCC, then-FCC Chairwoman Jessica Rosenworcel, and then-

Chief of the FCC’s Media Bureau Holly Saurer (collectively

“FCC Appellees”) Appellants also brought conspiracy and

race discrimination claims against the FCC and Private

Appellees under 42 U.S.C. § 1985(3) and 42 U.S.C. § 1986.

Finally, Appellants brought race discrimination claims under

42 U.S.C. § 1981 against all Private Appellees other than DISH

and Mr. Ergen and D.C. tortious interference and common law

civil conspiracy claims against all Private Appellees. The

District Court dismissed Appellants’ complaint for a number of

reasons, and Appellants timely appealed. For the following

reasons, we now affirm.

I.

A.

This case concerns the Communications Act and the

FCC’s authority over broadcast license-transfer applications.

Under 47 U.S.C. § 310(d), the Media Bureau—to which the

FCC has delegated license-transfer application review, see 47

U.S.C. § 155(c), 47 C.F.R. § 0.61(a)—must determine whether

“the public interest, convenience, and necessity will be served”

prior to approving any such transfers. 47 U.S.C. § 310(d). The

FCC is prohibited in such a review from comparing the license-

transfer applicant against other potential applicants, i.e., from

considering whether another buyer may better serve the “public

interest, convenience, and necessity.” Id. Importantly, “[a]ny

party in interest” may petition the FCC to deny a transfer

application, id. § 309(d)(1), and the FCC is allowed to

“formally designate the application for a hearing” if it is unable

to come to a decision based on “the application [for transfer],

the pleadings filed, or other matters which it may officially

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notice” and a “substantial and material question of fact” is

presented, id. § 309(d)(2), (e).

In early 2022, Appellants won an auction to acquire

TEGNA and its 61 broadcast television stations in an $8.6

billion deal, beating out the Black-owned Allen Group’s

competing bid. J.A. 16, 35. The merger contract allowed 450

days to obtain the necessary regulatory approvals for the

license transfer, well beyond the 180-day average that it usually

took FCC to make a decision on such applications (also known

as the “shot clock”). Id. at 35–36, 45. While Appellants timely

submitted their license-transfer application to the Media

Bureau, resulting in the shot clock beginning in April 2022, id.

at 61, the agency took longer than 450-days to advance its

decision, id. at 34–48. Because a core part of the transaction

could not be fulfilled, the lack of regulatory approval in the

mandated timeframe ultimately resulted in the break-up of the

merger. Id. at 115.

Appellants blame a pantheon of actors for their inability to

obtain regulatory approval from the FCC and for the eventual

merger break-up. Indeed, Appellants’ complaint outlines a

conspiracy premised on Mr. Kim being the “wrong” kind of

minority, with a broad range of conspirators working to ensure

that Appellants would not obtain the regulatory approvals they

needed to execute the Standard General-TEGNA merger. The

alleged participants in this conspiracy included: two unions

(NewsGuild and NABET); two non-profit organizations (UCC,

Common Cause); a network provider (DISH); a media

company and competing bidder (Allen Group); a lobbying

group (Emmer Consulting, f/k/a the Goodfriend Group); three

individuals (Byron Allen, Charles Ergen—who is the chairman

and majority shareholder of DISH—and David Goodfriend,

who is both Mr. Allen’s and Mr. Ergen’s longtime lobbyist);

and the FCC itself (including then-Chairwoman Rosenworcel

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and her personal staffer and then-Media Bureau Chief, Holly

Saurer). Id. at 24–28.

Appellants set forth a number of factual allegations

supporting their claims. The following is a rendition of the

most relevant facts for this appeal, drawn from the complaint,

and which we accept as true under Bell Atlantic Corp. v.

Twombly, 550 U.S. 544, 555 (2007).

The alleged conspiracy began on April 27, 2022—less

than a week after the FCC’s shot clock began—when FCC

Chairwoman Rosenworcel scheduled a meeting with DISH’s

Mr. Ergen. J.A. 62. The complaint did not allege what that

meeting was about, but Appellants noted that DISH “had a

direct interest in the Standard General-TEGNA retransmission

fees it would pay to carry the TEGNA stations.” Id. at 67. A

few weeks later, a reporter asked Mr. Allen whether he had

“given up on that deal,” referring to the Standard General-

TEGNA merger. Id. at 62. Mr. Allen responded that he had

“never give[n] up on anything,” that he was “always in the

fight,” and that “we’re in round one.” Id. Days after, David

Goodfriend, who is “Mr. Allen’s longtime lobbyist,” scheduled

a meeting with Ms. Saurer of the FCC to discuss a diversity

initiative and a petition for rulemaking that Mr. Goodfriend had

filed alongside Common Cause and UCC. Id. at 63. That same

day, NewsGuild and Common Cause filed their first objection

to the Standard General-TEGNA merger, arguing that Standard

General’s retransmission fees would be too high. Id. at 63–64.

Afterwards, and despite Appellants’ protests, the Media

Bureau extended the initial public comment period by a month

from May to June. Id. at 64 & n.70.

A few additional things occurred throughout the summer

of 2022. The first was that Mr. Allen unexpectedly called Mr.

Kim about the Standard General-TEGNA transaction in early

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June, stating that Mr. Allen had heard that Mr. Kim was having

a “hard time at the FCC.” J.A. 65. Mr. Allen suggested that

Mr. Kim could “smooth things over at the FCC” if Mr. Kim

included Mr. Allen on the merger by selling some of the

TEGNA stations to the Allen Group. Id. Mr. Kim declined.

Appellants stated that in hindsight, Mr. Kim “understood Mr.

Allen’s call as a threat and the first indication that the fix was

in—the FCC would not approve the transaction unless it came

to include Mr. Allen and his [B]lack-owned media company as

one of the new station owners.” Id.

The second occurrence was that UCC, Common Cause,

NewsGuild, and NABET filed petitions to deny the license-

transfer application, stating that Standard General would cut

newsroom jobs and increase retransmission fees, resulting in

higher prices to DISH and consequently, DISH’s customers.

Id. at 66. Standard General responded to those objections,

highlighting that the objectors had failed to acknowledge the

positive impact to diversity that the merger would have on the

industry in light of Mr. Kim’s race as an Asian American, and

further “pledged, under penalty of perjury, that the transactions

will not result in station-level layoffs.” Id. at 68–69 (citation

modified). The objectors filed a consolidated reply

approximately a month later, asserting that granting the license

transfer application would do “nothing to create a more diverse

media” and that the transaction would not “promote ownership

diversity.” Id. at 71–72 (citation modified). In that same reply,

the objectors further encouraged the FCC to “investigate the

involvement of shadowy foreign investors.” Id. at 72 (citation

modified).

The third occurrence was that the Goodfriend Group, led

by lobbyist David Goodfriend, publicly appeared in the FCC

proceedings on behalf of NewsGuild, and later, on behalf of

NABET. Id. at 75. Appellants argued that the FCC used the

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objections, which allegedly had been “orchestrated by the

Goodfriend Group and Mr. Goodfriend’s longtime clients at

the Allen Group and DISH—as a pretext for prolonging the

license approval process for months.” Id.

As summer bled into fall, Mr. Goodfriend began to play a

greater role in the alleged conspiracy. Appellants alleged that

Mr. Goodfriend had multiple disclosed ex parte meetings with

the FCC on behalf of his clients, where he asked the FCC to

order Standard General to produce more documents,

emphasizing that the FCC should not feel pressure to complete

its review by any “artificial deadlines established by the shot

clock.” Id. at 78–79. Mr. Goodfriend also continually raised

concerns regarding job cuts if the Standard General-TEGNA

merger went through. Id. at 79–80. Partly as a result of these

objections, the Media Bureau ordered a second round of public

comments in September 2022, accompanied by an order for

additional documents relating to the transaction. Id. at 80.

After the Media Bureau demanded additional documents, Mr.

Goodfriend, on behalf of his clients, continued to make

presentations to the FCC on the “foreign nature of the

transaction.” Id. at 83 (citation modified).

In November 2022, Appellants met with Chairwoman

Rosenworcel for the first time during the application review

process. Id. at 86. In that meeting, Mr. Kim raised that the

objectors were espousing “race-laden rhetoric” and asked that

the FCC strike the objections from the record. Id. According

to Appellants, in response, Chairwoman Rosenworcel

“laughed” and told Mr. Kim that “he should hear what was said

about him behind closed doors.” Id. Appellants did not have

another meeting with the FCC after that. Id.

After Appellants’ fruitless meeting with the FCC, and in

response to Mr. Goodfriend and his clients’ continuing

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objections to the Standard General-TEGNA merger, id. at 87–

89, Standard General also made binding commitments

guaranteeing jobs and waiving contractual provisions,

ultimately allowing DISH or other providers to pick their

pricing once the deal finalized, id. at 91. Despite these

commitments, however, the Media Bureau still opted to open a

third round of public comments in December 2022. Id. at 92–

93. During that last round of objections, DISH publicly

appeared in the FCC proceedings, id. at 93, and alongside the

other previously mentioned objectors, argued that Standard

General’s recently made commitments about pricing “were not

good enough,” id. at 95–96. Appellants assert that they

attempted to engage with the Media Bureau multiple times

throughout this whole process, asking it to identify specific

concerns, but that the Media Bureau refused to interact, beyond

the one meeting that they had with Appellants in fall 2022. Id.

at 97.

Finally, in February 2023, the FCC issued a hearing

designation order (“HDO”), sending the transaction to an

administrative law judge (“ALJ”), and thus effectively

prolonging FCC review beyond the Standard General-TEGNA

merger’s deadline for regulatory approvals. Id. at 99–100. The

Media Bureau did not identify the concerns that prompted this

action, nor did it provide Standard General the opportunity to

address any such concerns before issuing the HDO. Id. at 100.

The HDO itself ordered the ALJ to examine whether the

merger was structured in a way to trigger rate increases and

whether the merger would reduce or impair localism. Id. at

101. The HDO made no mention of the FCC’s mandate to

ensure diversity in broadcasting, beyond noting that diversity

was a broadcast policy objective. Id.

Although Appellants attempted to fast-track the HDO so

that proceedings could finish before the expiration of the 450

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days allotted in the transaction documents for regulatory

approvals, their attempts proved futile. Id. at 106–107.

Appellants also petitioned this Court for mandamus, but that

was ultimately denied due to lack of jurisdiction since there

was no final resolution by the full FCC. SGCI Holdings III

LLC v. FCC, No. 23-1083 (D.C. Cir. Apr. 3, 2023) (per

curiam). Finally, Standard General also tried to meet with

various objectors, including DISH, UCC, and Common Cause,

but all refused to meet. J.A. 111. Ultimately, Standard

General’s financing agreements expired, forcing a termination

of the merger. Id. at 115. Standard General was obligated to

pay a $136 million break-up fee to TEGNA, roughly $70

million in its own transaction costs, and shareholders, including

Mr. Kim, lost nearly $2 billion in expected gains. Id. at 115–

16. After the break-up, Mr. Allen publicly reiterated his

continued interest in TEGNA, id. at 116, and later suggested to

media that he would have no problem obtaining FCC approval

for another deal he was participating in since he is “FCC

approved” and had “magic trick[s]” for closing large deals, id.

at 119–120. Given that the deal was dead, the ALJ terminated

the hearing proceedings as moot on June 1, 2023. Id. at 117.

B.

Mr. Kim and Standard General then sued the FCC and

Private Appellees. The suit alleged that FCC Appellees

unconstitutionally discriminated in the license-transfer

application process based on race in violation of Equal

Protection (Count I) and violated the Communications Act’s

prohibition on considering other potential buyers in its public

interest review (Count VIII). [J.A. 140–42, 151–54] The suit

also alleged that various permutations of Private Appellees

violated federal civil rights statutes as well as D.C. conspiracy

and tort law. More specifically, Appellants alleged that all

Private Appellees other than DISH and its chair, Mr. Ergen,

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violated 42 U.S.C. § 1981 (Count II), that all Private Appellees

and FCC Appellees violated 42 U.S.C. §§ 1985(3) and 1986

(Counts III and IV), and that all Private Appellees engaged in

tortious interference with contract and civil conspiracy under

the laws of the District of Columbia (Counts V, VI, and VII).

The suit sought declaratory and injunctive relief against FCC

Appellees and damages against Private Appellees. Both sets of

Appellees filed motions to dismiss.

The District Court granted Appellees’ motions to dismiss

on two grounds. First, with regard to the equitable claims

against FCC Appellees, the District Court held that Mr. Kim

had failed to establish standing because he had failed to

plausibly allege any certainly impending future injury imposed

by FCC Appellees. The District Court also found that the

alleged past discrimination was “weak” and that there was no

“plausible theory of future discrimination.” SGCI Holdings v.

FCC, No. 24-cv-1204, 2025 WL 2400880, at *12, *9 (D.D.C.

Aug. 19, 2025). Further, the District Court concluded that the

alleged Communications Act violation was unlikely to occur

again. Alternatively, the District Court held that the Hobbs Act

vests exclusive jurisdiction over the Communications Act

claim in this Court and that Mr. Kim should have exhausted

remedies before the FCC; accordingly, it dismissed for lack of

jurisdiction. Second, with regard to the damages claims against

Private Appellees, the District Court held that Noerr-

Pennington immunity barred Mr. Kim’s civil rights and

tortious interference claims, thus extending the predominately

anti-trust doctrine into the civil rights and tort context. Mr.

Kim timely appealed.

For the reasons set forth below, we now affirm the

dismissal of the claims against FCC Appellees. We likewise

affirm the dismissal of the claims against Private Appellees,

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albeit on the alternative ground that Appellants have failed to

state a claim.

II.

The District Court rightly dismissed the complaint against

FCC Appellees as Appellants have failed to demonstrate

standing. Even assuming Appellants plausibly plead past racial

discrimination by cobbling together a disparate set of alleged

acts, performed by a disparate set of actors, there was no

sufficient showing that such a confluence of factors was likely

to cobble together again. As such, Appellants failed to

demonstrate a substantial risk of future injury and therefore

failed to establish standing for the prospective relief they

sought. Accordingly, we affirm the District Court’s dismissal

of the claims against FCC Appellees for lack of subject-matter

jurisdiction.

“To establish standing for prospective relief, a plaintiff

opposing a motion to dismiss must plausibly allege facts that

show ‘the threatened injury is certainly impending, or there is

a substantial risk that the harm will occur.’” Jones v. U.S.

Secret Serv., 143 F.4th 489, 495 (D.C. Cir. 2025) (quoting

Susan B. Anthony List v. Driehaus, 573 U.S. 149, 158 (2014)).

A plaintiff must show that they have “sustained or [are]

immediately in danger of sustaining some direct injury as the

result of the challenged official conduct and the injury or threat

of injury must be both real and immediate, not conjectural or

hypothetical.” City of Los Angeles v. Lyons, 461 U.S. 95, 101–

02 (1983) (citation modified). Though past wrongs may be

“evidence bearing on ‘whether there is a real and immediate

threat of repeated injury,’” Lyons, 461 U.S. at 102 (quoting

O’Shea v. Littleton, 414 U.S. 488, 496 (1974)), “‘[p]ast

exposure to illegal conduct,’ without more, is insufficient to

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establish standing for prospective relief,” Jones, 143 F.4th at

495 (quoting O’Shea, 414 U.S. at 495).

The complaint alleged that Mr. Kim is a repeat player

before the FCC and that he averred that he would appear before

the FCC again soon. Using that allegation, Appellants contend

that because the FCC allegedly considers race as part of its

public interest review of license transfers and because Mr. Kim

has already been racially discriminated against through the

process of trying to obtain regulatory approval for the Standard

General-TEGNA merger, he is likely to face future injury.

However, even assuming that Appellants’ allegations

regarding the past racial discrimination against Mr. Kim was

plausible—a conclusion which is far from foregone, see infra

Part III.B—the complaint makes no subsequent plausible

allegations that the views expressed in the objectors’ comments

were also held by the FCC, endorsed or adopted by the FCC,

or in any way otherwise attributable to the FCC such that they

will again influence how the FCC interacts with Appellants.

To establish attribution, Appellants pointed to the fact that

when Mr. Kim raised his concerns about the alleged “race-

laden rhetoric” and asked Chairwoman Rosenworcel to strike

them from the record, she apparently “started to get up,

laughed, and told Mr. Kim he should hear what was said about

him behind closed doors.” Id. at 86. Though FCC Appellees

dispute these statements, FCC Appellees Br. 23, we accept

them as true at this stage—but even doing so, they do not

support a plausible allegation that the FCC will likely operate

in the same way in the future. This is for two reasons. The first

is that, as the FCC points out, the two officials that are named

in the complaint, including Chairwoman Rosenworcel, no

longer occupy those roles at the FCC. FCC Appellees Br. 28

(citing J.A. 232).

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Additionally, even if we accept as true the factual

allegation that “[w]hen the FCC reviews license-transfer

applications, it considers the race of the applicants as part of its

‘public interest’ analysis,” J.A. 50, the complaint does not

plausibly allege that the FCC’s alleged race-conscious policy

prefers Black owners over Asian owners in reviewing license-

transfer applications. Moreover, as FCC Appellees note, in

alleging the existence of such a race-conscious policy, the

complaint points to the FCC’s practice of considering overall

minority ownership levels in connection with promulgating

rules and regulations limiting the number of stations an entity

may own in a given market, not with reviewing individual

license-transfer applications. FCC Appellees Br. 29–30.

Due to these two factors, along with a new administration

and new leadership within the FCC, Appellants have not

plausibly alleged a continuing policy that would discriminate

against individual license-transfer applicants who are Asian.

As such, even with a showing of a past instance of racial

discrimination—which Appellants have failed to demonstrate,

see infra—Appellants fail to make the plausible allegations

required to show a “substantial risk” of future harm or one that

is “certainly impending.” Susan B. Anthony List v. Driehaus,

573 U.S. at 158. Said another way, the threat that Appellants

perceive, based on the allegations in the complaint reviewed in

the light most favorable to Appellants, is not “real” or

“immediate” but rather “conjectural” or “hypothetical” at best.

Lyons, 461 U.S. at 102.

Because the allegations regarding racial discrimination

form the basis of Appellants’ standing arguments for both their

constitutional claims and their statutory claims under the

Communications Act, 1 the failure to plausibly allege past racial

1

See Appellants’ Br. 28–30. Even if Appellants made an independent

standing argument for the Communications Act claim, it would be

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discrimination is fatal to both claims. Because Appellants do

not have standing to bring these claims, the District Court

properly dismissed them for lack of subject-matter jurisdiction.

Because we affirm the dismissal of the claims against the FCC

on that basis, we need not consider whether the District Court

had jurisdiction under the Hobbs Act for the claims filed

against FCC Appellees or whether Appellants had a cause of

action for their statutory claim.

III.

A.

Turning now to the conspiracy and civil rights claims

lodged against Private Appellees, we must again, first assure

ourselves of jurisdiction. Private Appellees assert that the

District Court did not have jurisdiction over those claims

because Appellants: (1) essentially “repackaged their challenge

to the FCC process as a civil conspiracy” when it was in fact a

challenge to a FCC final order, over which the D.C. Circuit has

exclusive jurisdiction; and (2) failed to administratively

unavailing because the complaint does not support a plausible allegation

that provides the basis for a substantial risk of future injury based on any

alleged violations of the Communications Act. The best Appellants can

show is language buried in a parenthetical in one of eleven document

requests from the FCC asking for documents addressing “alternative

transactions considered among the companies.” J.A. 410; see also

Appellants’ Br. 44 (citing J.A. 80–81, 153). It strains credulity to interpret

this request as asking about alternative bidders when it is clearly asking

about alternative transaction structures amongst the companies involved in

the current bid under review. Moreover, even if Appellants had alleged a

past Communications Act violation, the complaint fails to plausibly allege

that such action is likely to recur, let alone to them. This vanishingly thin

support for standing on the Communications Act claim could not provide

the “substantial risk the harm will occur” that Appellants needed to show.

Susan B. Anthony List v. Driehaus, 573 U.S. at 158.

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exhaust their case by not seeking full FCC review. Private

Appellees’ Br. at 39. Both arguments are unavailing.

As relevant here, 28 U.S.C. § 2342(1)—also known as the

Hobbs Act—governs the review process for FCC final orders,

stating that the D.C. Circuit has “exclusive jurisdiction to

enjoin, set aside, suspend (in whole or in part), or to determine

the validity of” any such final orders. See also 47 U.S.C. §

402(b)(3); FCC v. ITT World Commc’ns, Inc., 466 U.S. 463,

468 (1984). Additionally, failure to exhaust administrative

remedies bars judicial review of FCC orders. Coal. for Pres.

of Hisp. Broad. v. FCC, 931 F.2d 73, 76–77 (D.C. Cir. 1991).

The Supreme Court has held that while a “special statutory

review scheme . . . may preclude district courts from

exercising jurisdiction over challenges to federal agency

action . . . . a statutory review scheme of that kind does not

necessarily extend to every claim concerning agency action.”

Axon Enter., Inc. v. FTC, 598 U.S. 175, 185 (2023). When the

claim is not “of the type Congress intended to be reviewed

within” the “statutory structure,” then we presume that

“Congress does not intend to limit jurisdiction.” Id. at 186

(citation modified). While there are three factors that are

helpful in answering this question—whether foreclosing

district court jurisdiction prevents judicial review of the claim,

whether the claim is wholly collateral to the statutory review

scheme, and whether the claim is outside the agency’s

expertise—“[t]he ultimate question” is “whether the statutory

review scheme . . . reaches the claim in question.” Id.

Here, it is clear that the Hobbs Act statutory review

scheme does not reach the claims lodged against Private

Appellees. Appellants have raised claims that Private

Appellees, who are third parties to the license-transfer

application, conspired to engage in racial discrimination

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against Appellants to foil their application with the FCC.

These are squarely civil rights violations that the FCC—an

agency with a mission of “regulat[ing] interstate and

international communications,” FED. COM. COMM’N, About the

FCC, https://www.fcc.gov/about/overview (last accessed July

16, 2026)—has no expertise to hear and resolution of the issue

would have no bearing on the FCC’s processing of Appellants’

license-transfer application. See Axon, 598 U.S. at 186.

Accordingly, the District Court had jurisdiction to hear the

case, and so too do we have jurisdiction to hear an appeal from

the District Court’s decision under 28 U.S.C § 1291. Further,

because Appellants’ claims against Private Appellees were not

“of the type” that Congress intended to be reviewed by the

Court of Appeals, and would not have been appropriately

raised in front of the FCC, there was no exhaustion requirement

that attached to these claims. Id.

Next, Private Appellees assert that Appellants lack Article

III standing to assert the civil rights and conspiracy claims

because Appellants’ complaint did not plausibly allege injury

caused by Private Appellees. See Lujan v. Defs. of Wildlife,

504 U.S. 555, 560–61 (1992) The core of their argument is that

the alleged causation was “speculative” because the complaint

“offers no plausible explanation” for how “disparate actors

caused the FCC to issue a decision it would not otherwise

make.” Private Appellees’ Br. at 40–41. We find this

argument unpersuasive. At the motion to dismiss stage, for

standing purposes, we must “presume that general allegations

embrace those specific facts that are necessary to support the

claim.” Lujan, 504 U.S at 561 (citation modified), and we must

presume plaintiffs will prevail on the merits of their claim,

LaRoque v. Holder, 650 F.3d 777, 785 (D.C. Cir. 2011). The

complaint alleges that Private Appellees worked in

coordination to persuade the FCC to deny Appellants’ license-

transfer application, either by lobbying the FCC (including in

17

meetings with the then-chairwoman of the FCC) or by filing

petitions urging the FCC to deny the application. As the

District Court explained, Appellants claim that “the FCC’s

actions—including the [hearing designation order]—were

plausibly caused, in whole or in part, by [Private Appellees’]

lobbying and petitioner efforts. SGCI Holdings, 2025 WL

2400800, at *13. Appellants therefore have alleged standing to

sue Private Appellees.

B.

We now turn to the merits of the case and review the

District Court’s grant of Private Appellees’ motion to dismiss.

We review such a dismissal de novo and “grant[] [plaintiffs]

the benefit of all inferences that can be derived from the facts

alleged.” Zukerman, v. USPS, 961 F.3d 431, 441 (D.C. Cir.

2020) (citation modified). However, we cannot accept any

conclusory allegations as true at the motion to dismiss stage.

See Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). Instead, in

determining whether to accept the conclusory allegations, we

interrogate whether the factual allegations in the complaint

“nudge[]” the conclusory allegations “from conceivable to

plausible.” Twombly, 550 U.S. at 570. Here, even after

drawing all inferences in favor of Appellants, we hold that they

have failed to state plausible claims against Private Appellees,

warranting dismissal of their complaint. 2

2

The District Court dismissed Appellants’ claims against Private Appellees,

not by ruling on whether Appellants’ had plausibly stated a claim, but

instead, by applying Noerr-Pennington immunity. Noerr-Pennington refers

to the immunity granted to “private parties” in the anti-trust context “when

they petition for governmental action having the same anticompetitive

result.” The Noerr-Pennington Doctrine, Federal Land Use Law &

Litigation § 10:21 (2025 ed.). This Court has also applied the doctrine in

labor cases. See Venetian Casino Resort, LLC v. NLRB, 793 F.3d 85, 87

(D.C. Cir. 2015). The District Court extended the reach of the doctrine to

civil rights violations and tortious conduct when it decided that such

18

First, Appellants allege that Private Appellees violated

civil rights statutes, 42 U.S.C. §§ 1981, 1985(3), and 1986.

Section 1981(a) guarantees the right to “make and enforce

contracts” regardless of race. Section 1985(3) provides

damages for anyone injured by two or more persons conspiring

“for the purpose of depriving . . . any person . . . of the equal

protection of the laws.” And Section 1986 provides a cause of

action against anyone who knows “any of the wrongs conspired

to be done” under § 1985(3) and neglects to prevent the wrong,

despite having the ability to do so.

All three statutes have something in common—to plead

violations of each, Appellants must plausibly allege that

Private Appellees engaged in intentional race discrimination.

See Comcast Corp. v. Nat’l Ass’n of African Am.-Owned

Media, 589 U.S. 327, 333 (2020) (holding that a plaintiff must

plausibly plead that “race was a but-for cause of its injury”

when alleging a violation under 42 U.S.C. § 1981); Bray v.

Alexandria Women’s Health Clinic, 506 U.S. 263, 267–68

(1993) (holding that to establish a violation of § 1985(3), the

plaintiff must prove, alongside other elements, some

“racial, . . . invidiously discriminatory animus” of the

conspirators); Bowie v. Maddox, 642 F.3d 1122, 1128 (D.C.

Cir. 2011) (“Recovery under § 1986 depends on the existence

of a conspiracy under § 1985.”).

Even after drawing all inferences in favor of Appellants, we

hold that they have failed to plausibly plead racial

immunity applied to Private Appellees here. Because the District Court’s

dismissal can be affirmed on the alternative ground that Appellants have

failed to state plausible claims against Private Appellees, we decline to

reach the question of the applicability and reach of Noerr-Pennington

immunity. See Process & Indus. Devs. Ltd. v. Fed. Republic of Nigeria, 27

F.4th 771, 775 (D.C. Cir. 2022) (holding that an appellate court can “affirm

the District Court on any valid ground.”).

19

discrimination. Appellants base their argument that Mr. Kim

was racially discriminated against primarily on the allegation

that comments made by Private Appellees as objectors to the

license transfer application were racially discriminatory. More

specifically, Appellants assert that Private Appellees’ FCC

filings “are direct evidence of racial animus,” see Reply Br. 37–

38, by pointing to their allegations that the objectors “peddled

the very xenophobia they claim to oppose” because they

encouraged the “FCC to investigate the involvement of

shadowy foreign investors” and warned the agency of

“excessive foreign ownership interests,” J.A. 71–73 (citation

modified). Appellants then argue in their briefing that the

objectors’ concerns were “baseless,” and “sent a clear message

and carried the distinct tone of racial motivations and

implications,” thus providing evidence that the “opposition

was motivated in part by animus.” Reply Br. at 10–11

(citations modified).

But these are conclusory statements that this Court cannot

accept as true at the motion to dismiss stage. See Iqbal, 556

U.S. at 678. And those conclusory allegations of racial

discrimination are unsupported by the factual allegations

accompanying such conclusions. As noted, the Appellants

principally rely on allegations that the FCC adopted racially

discriminatory comments that objectors levied against the

Standard General-TEGNA merger. The complaint alleged that

the objectors’ comments reflected racial animus against Mr.

Kim in two ways: (1) that they preferred Mr. Allen because he

is Black over Mr. Kim who is Asian, and (2) that they

“maligned [Mr. Kim] as a foreigner.” J.A. 22–23. Those

allegations invite our limited consideration of the immediately

surrounding context of the referenced comments, even at the

motion to dismiss stage. See Banneker Ventures, LLC v.

Graham, 789 F.3d 1119, 1133 (D.C. Cir. 2015). Our

consideration of the immediate context is confined to the

20

“portions” of the document that the Appellants themselves

“adopted” by quoting and relying on them in their complaint.

Id. Here, we need look no further than the very sentences and

paragraphs of the comments cited in the complaint to confirm

that Appellants have mischaracterized the objectors’ comments

as to Mr. Kim’s race. Considered in their immediate context,

the statements plucked from the objectors’ comments do not

support a plausible inference that the objectors opposed the

merger because of Mr. Kim’s race.

To focus in on the comments themselves, in order to

support their conclusory allegation that the objectors evinced

anti-Asian discrimination against Mr. Kim, and preferred Mr.

Allen to Mr. Kim due to their respective races, the complaint

cites to various quotes from the objectors’ submissions stating

that the Standard General-TEGNA merger: (1) did “not

promote ownership diversity as it is understood by the public

interest and civil rights community and by commission policy;”

(2) did “nothing to increase ownership opportunities for

women and people of color to enter the marketplace;” (3) was

“not likely to provide additional members of historically

excluded groups the opportunity to gain wealth and influence

in society;” and (4) did not address “long-standing inequities

produced by structural racism, xenophobia, and misogyny.” Id.

at 71–72.

Appellants characterized these comments as evincing a

preference for Black owners over Asian owners, but that is not

supported by any of the objectors’ comments in the record

when reviewed in context. Indeed, the comment from which

the various quotes are lifted also specifically states: “[T]he

Commission’s public interest goals are not focused on

promoting one kind of owner over another. Rather, it is

promoting antagonistic and competing viewpoints in a vibrant

marketplace of ideas.” Id. at 215. The comments also

21

recognized that it is good that Mr. Kim was “not barred by his

race from . . . [being] at the lead of this transaction” and that

the intended CEO is “not barred by her gender to be selected to

run a large corporation,” and that their concerns stemmed from

the impact that the structure of the transaction—i.e., the

structure of “a single large LLP or corporation of the type

proposed here”—would bear on the media industry broadly.

Id. 3

Moreover, while the comments do state that the Standard

General-TEGNA “transaction does not promote ownership

diversity as it is understood by the public interest and civil

rights community, and by commission policy,” id. at 71–72,

389, we cannot hold that such language plausibly raises an

inference of anti-Asian discrimination. The first sentence of

that section of that comment clearly dispels such a notion:

“The [Appellants] express concern that the [objectors’] long-

standing support for ownership diversity means that they

should automatically support a transaction as long as a woman

or person of color is at the helm of a transaction.” Id. at 389.

Private Appellees did not display animus against Asians, but

instead stated that they would not support a transaction merely

because an owner is diverse when the transaction hampers

diversity in other respects. Ultimately, a review of the

3

The full text of the comment regarding this point reads: “It is certainly a

good thing that Mr. Kim is not barred by his race from becoming a

successful entrepreneur with the acumen and business relationships giving

him access to capital such that he is at the lead of this transaction. It is

certainly a good thing that Ms. McDermott is not barred by her gender to be

selected to run a large corporation. Unfortunately, it is rare for members of

either of these groups to be in such a position. But a single large LLP or

corporation of the type proposed here is not going to ameliorate or address

long-standing inequities produced by structural racism, xenophobia or

misogyny - and is not likely to provide additional members of historically

excluded groups the opportunity to gain wealth and influence in society.”

J.A. 215.

22

objectors’ comments as a whole demonstrates that there is no

anti-Asian rhetoric within the submissions.

As noted above, Appellants also argued that the objectors

discriminated against Mr. Kim by maligning him as a foreigner

because he was Asian. To support such a conclusion, the

complaint points to quotes from the objectors’ submission

expressing concerns: (1) that the Standard General-TEGNA

merger presented the threat of “involvement of shadowy

foreign investors” and of “anonymous foreign investment in

American newsrooms”; (2) that the FCC allowed “excessive

foreign ownership interests” when “recent . . . events have

demonstrated the downside of the non-citizens potentially

having the ability to influence domestic elections”; and (3)

regarding the “changing geopolitical environment” specifically

“China[’s] increased tensions in the Taiwan Strait.” Id. at 23,

72–73, 83.

Reviewing only the cherry-picked quotes from the

complaint could lead to a plausible interpretation that these

comments either targeted Mr. Kim on the basis of his race or

they were concerned with foreign corporate ownership

structures in the Standard General-TEGNA deal. However,

again reviewing the comments in their context leaves no

plausible suggestion that they are xenophobic against Mr. Kim.

Even the complaint noted that the “objectors couched their

criticism as one about Standard General’s offshore funding

sources . . . [that] were in the Cayman Islands and the British

Virgin Islands.” Id. at 72.

It is not plausible that “anonymous foreign investment”

referred to Mr. Kim when both his identity is clearly known

and he is not a foreigner. Instead, it is plausible that that

concern refers to the “involvement of large hedge funds

headquartered in the Cayman Islands and the British Virgin

23

Islands.” Id. at 405 (discussing the transparency concerns

regarding the involvement of foreign hedge funds in the

transaction). 4 These comments clearly show that the concerns

regarding “shadowy foreign investors” 5 also have nothing to

do with Mr. Kim but everything to do with the structure and

financing of Standard General’s deal. 6 Lastly, any discussion

of the “changing geopolitical environment” was not isolated to

East Asia but rather related more broadly to large current

geopolitical actions. See id. at 438 (discussing Russia’s

invasion of Ukraine alongside increased tensions between

China and Taiwan). 7

4

The full text of the comment regarding this point reads: “As [a union] has

pointed out in letters to President Biden, involvement of large hedge funds

headquartered in the Cayman Islands and the British Virgin Islands, thus

necessitating a waiver of the Commission’s foreign ownership limits, are

flashing red lights that cry out for further inquiry. Standard General and its

financiers have failed to produce the documents detailing whose money

they invest and whether they agreed to cut costs at the expense of

hardworking Americans in order to pay the interest on. Transparency is a

core tenet of good journalistic ethics; the involvement of shadowy foreign

investors must be explored at hearing.” J.A. 405.

5

This term is quoted many times in the complaint but only appears once as

quoted above in the objectors’ comments, and it is made very apparent in

that comment that it is about foreign entities and funding rather than about

Mr. Kim.

6

To be sure, the complaint pointed to a few other comments that interpreted

these objectors’ comments in a similar way. See J.A. 73–75. We disagree.

Such an interpretation is fully belied by the context of the comments in

which these quotes appear. Moreover, in discussing the concerns about

foreign interests, the objectors specifically drew a contrast to Mr. Kim: “[I]t

is scant assurance that, on paper, according to the Applicants, voting control

will be held by Mr. Kim.” Id. at 409.

7

The full text of the comment regarding this point reads: “[W]e are living

in unusual times when it comes to foreign investment issues. Since the

announcement of the proposed transaction in this proceeding, Russia

24

In sum, all the comments Appellants point to in their

complaint are not racist or xenophobic, but instead, are related

to concerns regarding the structure and financing of Standard

General and the merger at large. The text of the relevant

comments in question makes clear that the objectors’ concerns

about the transaction exist despite Mr. Kim’s race rather than

because of Mr. Kim’s race. Id. at 389–91. The heart of their

concerns is with the structure of the transaction reducing local

news coverage and diversity of media and the financing of the

transaction lacking transparency. Having explained that a

holistic review of the objectors’ comments demonstrate that the

comments were driven by concerns about the deal’s structure—

and not by racial animus against Mr. Kim—we see no other

facts in the complaint that could support a plausible allegation

of past racial discrimination against Mr. Kim.

Consequently, because the complaint does not plausibly

allege discriminatory intent, a necessary element of all the civil

rights statutes, Appellants’ civil rights claims must be

dismissed.

Appellants also allege claims for tortious interference with

contract, tortious interference with prospective business

opportunity, and civil conspiracy against Private Appellees.

Here too, Appellants have failed to state plausible claims.

To plead tortious interference with contract under D.C.

law a plaintiff must plausibly plead: “(1) the existence of a

contract; (2) knowledge of the contract; (3) intentional

procurement of a breach of the contract; and (4) damages

resulting from the breach.” Paul v. Howard Univ., 754 A.2d

invaded Ukraine and China increased tensions in the Taiwan Strait. The

Commission should not assume that CFIUS alone is responsible for the

implications of anonymous foreign investment.” J.A. 438.

25

297, 309 (D.C. 2000) (citation modified). The elements are

generally the same for claims for tortious interference with

prospective business opportunity except that rather than

pleading the existence, knowledge, and breach of a contract, a

plaintiff must plausibly plead the existence, knowledge, and

interference with a business relationship. Onyeoziri v. Spivok,

44 A.3d 279, 286 (D.C. 2012).

Appellants have failed to plausibly plead both tortious

interference claims because both their claims are premised on

FCC approval of their transfer-license application. In other

words, both claims rely upon the assumption that but-for

Private Appellees’ actions, Appellants would have obtained

FCC approval of their license-transfer application. But under

D.C. law, a tortious interference claim cannot stand when it

relies upon discretionary government approval. Carr v. Brown,

395 A.2d 79, 84 (D.C. 1978). This is because “an applicant”—

like Standard General—“cannot expect upon the basis of any

experience that his application will be automatically approved

within a specific period of time.” Id. at 83. Therefore,

Appellants have no legally protected expectancy. And because

their civil conspiracy claim is based upon the same underlying

torts—to “disrupt, interfere with, and prevent Standard

General’s performance of the merger and financing

agreements’ conditions to obtain FCC approval of the transfer

of the broadcast license”—it too fails. J.A. 151.

IV.

For the foregoing reasons, the decision of the District

Court is affirmed.

So ordered.