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Markus Dohle Chairman & CEO, Penguin Random House Member of the Executive Board of Bertelsmann SE & Co. KGaA Núria Cabutí CEO, Penguin Random House Mondadori Gina Centrello President and Publisher, Penguin Random House Publishing Group Anthony Chirico President, Knopf Doubleday Publishing Group Anne Davis Executive Vice President & Chief Financial Officer, Penguin Random House Worldwide Barbara Marcus President and Publisher, Penguin Random House Children's Group Madeline McIntosh Chief Operating Officer, Penguin Random House LLC Brad Martin President & CEO, Penguin Random House of Canada Maya Mavjee President and Publisher, Crown Publishing Group Sonny Mehta Chairman and Editor-in-Chief, Knopf Doubleday Publishing Group Gail Rebuck Chairman & CEO, The Penguin Random House Group Dr. Frank Sambeth Chairman & CEO, Verlagsgruppe Penguin Random House Frank Steinert Executive Vice President & Chief Human Resources Officer, Penguin Random House Worldwide

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Will the Biggest Publisher in the United States Get Even Bigger?

The Biden administration is suing to block Penguin Random House from buying Simon & Schuster. A United States District Court will decide if the sale can proceed.

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By Alexandra Alter ,  Elizabeth A. Harris and David McCabe

When the largest publisher in the country, Penguin Random House, struck a deal in the fall of 2020 to acquire its rival Simon & Schuster, publishing executives and antitrust experts predicted that the merger would draw intense scrutiny from government regulators.

The merger would dramatically alter the literary landscape, shrinking the number of major publishing houses — known in the industry as the Big Five — to four. (Or, as one industry analyst put it, it could create the Big One and the other three.)

Such a shift could ripple through the industry, potentially impacting smaller publishers, authors, and ultimately, the books that reach readers, said in an email the novelist Stephen King, who was called by the government to testify in the trial.

“The more the big publishers consolidate, the harder it is for indie publishers to survive,” King said. “And that is where the good writers are currently starting out and learning their chops.”

Last fall, the Biden administration sued to block the $2.18 billion sale as part of its new and more aggressive stance against corporate consolidation. The trial will start on Monday, with oral arguments at the United States District Court for the District of Columbia, where Judge Florence Pan will preside.

The Justice Department and Bertelsmann, Penguin Random House’s parent company, called a parade of high-profile publishing executives as witnesses. They include Markus Dohle, the chief executive of Penguin Random House, and Jonathan Karp, the chief executive of Simon & Schuster, as well as executives from other publishing houses, literary agents and a handful of authors.

Here is what we know about the case and its implications for the book business.

Why is the government trying to block this deal?

The Justice Department says this merger would make for too much consolidation in the publishing industry, creating what’s called a monopsony. A monopoly refers to a seller that has too much power over consumers; a monopsony has too much power over suppliers. In this case, the government says, those suppliers are authors of books expected to be top sellers, which publishers buy for advances of more than $250,000.

The Biden administration says that by shrinking the number of big publishers — which have the budgets to most frequently compete for the biggest books — there would be less competition for those titles. That, in turn, would lower advances paid to their authors. As a result, “fewer authors will be able to earn a living from writing,” the Justice Department argued in a pretrial brief.

What is Penguin Random House’s argument for the deal?

Bertelsmann, which owns Penguin Random House, argues that the acquisition would increase competition in the industry, and that it would benefit both authors and readers.

It says the deal will give Simon & Schuster’s authors access to Penguin Random House’s supply chain and distribution networks, which are generally considered the best in the business. Efficiencies created by combining the two companies will allow it to pay authors more, which would then encourage other publishers to increase their offers in order to compete.

It argues that the publishing industry is far more than just the Big Five; other publishers include Amazon and Disney as well as “countless” midsize and smaller publishers. It believes the government’s argument about competition and author pay overstates the role auctions play when publishers are buying manuscripts, and exaggerates how often Penguin Random House and Simon & Schuster find themselves in head-to-head bidding.

Plus, Bertelsmann contends that Simon & Schuster will be able to bid against other Penguin Random House imprints for books, so authors will still have plenty of potential bidders.

What impact would the sale have on the publishing industry?

There’s no question that a merger between two of the biggest publishing companies in the United States would have a profound impact on the business and culture of publishing.

Like Hollywood, the book business has increasingly become reliant on blockbusters for profits, and companies will gamble enormous sums of money to buy books by brand-name novelists like John Grisham, EL James, Margaret Atwood and Nora Roberts, or from celebrities and public figures like Barack and Michelle Obama (all published by Penguin Random House).

By far the biggest publisher in the United States, Penguin Random House has more than 90 imprints and releases about 2,000 books a year. If the merger happens, it will gain Simon & Schuster’s 30-plus imprints and its roughly 1,000 titles a year.

The combined company would produce a disproportionate percentage of the top-selling books, industry analysts say. Last year, Penguin Random House titles accounted for 38 percent of the top 100 best-selling print books, according to NPD BookScan, while Simon & Schuster’s books made up 11 percent.

Penguin Random House, which already has the industry’s leading printing, shipping and distribution capabilities, would also gain Simon & Schuster’s warehouses and its distribution business for a network of smaller publishers.

The merger would leave three other big publishing companies remaining — Hachette, Macmillan and HarperCollins — and could drive further consolidation in the industry, as other publishers bulk up to compete with an even more massive rival.

What happens if the court blocks the deal?

For Penguin Random House, the collapse of the deal would be costly. Under the sale agreement, Penguin Random House will have to pay a fee of roughly $200 million to Paramount Global, the conglomerate that owns Simon & Schuster, if the deal doesn’t close.

For Simon & Schuster, the termination of the sale would leave the company in limbo. According to court filings, evidence presented at the trial will show that Simon & Schuster “will be divested one way or the other” from Paramount Global.

It’s unclear if another big publishing house, such as HarperCollins or Hachette, would want to risk the scrutiny from regulators by making a bid. A private equity firm could buy the company, but publishing insiders worry that could lead to huge cuts to staff and result in fewer titles at Simon & Schuster.

What are the antitrust implications?

The lawsuit will test whether the government can mount more antitrust cases targeting the effects of corporate concentration on how much workers — in this case, writers of major books — get paid.

A group of progressive academics, lawyers and economists have argued that a narrowing number of employers has limited options for workers and negatively affected their pay. The fortunes of the government’s case will show how such arguments fare in court.

They are not the only lawyers trying: For years, a group of mixed martial artists has been pursuing a class-action lawsuit against the Ultimate Fighting Championship. They have argued that the U.F.C. is so dominant in promoting the sport that it is able to keep wages down, which the U.F.C. denies. A court ruled said in 2020 that the fighters could proceed as a group with most of the case, but the merits of the case have yet to be considered.

What does this case say about the Biden administration’s approach to antitrust enforcement?

This case is another example of the administration’s aggressive approach to competition policy, which has drawn praise from the left.

President Biden signed an executive order in June 2021 that aimed to increase competition across the economy, in part by encouraging the Federal Trade Commission to focus on the way that concentration can harm workers. In the order, he pushed the agency to look at new rules limiting noncompete agreements, which activists say make it hard for workers to take better job offers, and to stop employers from sharing pay information with one another in order to bring down wages.

The F.T.C. and the Justice Department have also tried to test novel legal theories in court. The F.T.C. on Wednesday filed for an injunction to stop Meta, the company formerly known as Facebook, from buying a virtual reality studio, reflecting a new focus on how the tech giants buy start-ups. The Justice Department has also challenged United Health Group’s purchase of a health tech company, arguing it would give the insurer access to sensitive data about its competitors. But it remains to be seen how the courts will receive these efforts.

Alexandra Alter writes about publishing and the literary world. Before joining The Times in 2014, she covered books and culture for The Wall Street Journal. Prior to that, she reported on religion, and the occasional hurricane, for The Miami Herald. More about Alexandra Alter

Elizabeth A. Harris writes about books and publishing for The Times.  More about Elizabeth A. Harris

David McCabe covers tech policy. He joined The Times from Axios in 2019. More about David McCabe

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Suzanne Herz Returns to Penguin Random House as John Grisham's Publisher

"For the past 25 years Suzanne has published my novels, with some measure of success," the author John Grisham wrote last year in tribute to Suzanne Herz, former executive v-p and publisher of Vintage/Anchor Books and executive director of publishing at Doubleday, after she took a buyout as Penguin Random House announced the incremental folding of Anchor Books . "I cannot believe she is leaving Doubleday."

Lucky for Grisham, Herz's retirement didn't last long: she will return to Penguin Random House as publisher of John Grisham on April 15, reporting to PRH chief revenue officer Jaci Updike. The move comes in advance of the publication of Grisham's 50th book, Camino Ghosts , in May, and in advance of the publication of his first nonfiction book in 18 years, Framed , in October.

In her new role, Herz will oversee the publishing strategy for the John Grisham brand, "which will now live alongside the sales and corporate marketing teams," Updike wrote in a memo—a "new alignment" that will "enable us to work even more collaboratively to expand John Grisham’s readership, and will help position the brand for future growth across both frontlist and backlist, and in all formats."

Herz had, since the buyout, been working in "an external, consulting role as John Grisham’s longtime publisher, overseeing his frontlist and backlist in concert with John’s Doubleday team," according to the letter to staff from Knopf Doubleday Publishing Group president and publisher Maya Mavjee announcing Herz's retirement last year.

"Suzanne and John have worked together on close to forty of his titles, all of them #1 New York Times bestsellers," Updike wrote. "They are an unprecedented, dynamic duo in the publishing landscape."

Grisham's books "will continue to be published under the Doubleday colophon, with his central publishing support and sales teams remaining in place," Updike added. In addition to Herz, Lauren Weber—who currently oversees "the day-to-day Grisham marketing activities, brand partnerships, newsletters, and social channels," and who joined Doubleday in 2012 as Herz's assistant—has been promoted to executive director of brand development for John Grisham.

Herz began her 30-year career at PRH at Putnam as a publicist, and was named publisher of Vintage/Anchor in 2019. Over the course of her 27 years at Doubleday in particular, Herz worked with authors including Mitch Albom, Margaret Atwood, Carl Bernstein, Dan Brown, Bill Bryson, Katie Couric, Mikhail Gorbachev, David Grann, Jane Green, Anita Hill, Jon Krakauer, Kevin Kwan, Ian McEwan, Erin Morgenstern, Lauren Weisberger, Colson Whitehead, and Hanya Yanagihara.

This story has been updated with further information.

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