Gawker Media's messy resurrection

As of midnight last Friday night, Fusion’s parent company, Univision Communications, is now the proud owner of six awesome blogs: Gizmodo, Kotaku, Deadspin, Jezebel, Lifehacker, and Jalopnik. The deal closed, sadly, with precious little celebration. Instead, the weekend was dominated by controversy over the deletion of six posts which were not part of the acquisition deal.

The six now-deleted posts in many ways epitomized the independent journalism that Gawker Media has always produced. They were good, compelling, and colorful posts. The ability of the sites’ journalists to produce such posts is a rare and special skill, and is a large part of the reason Univision spent $135 million buying these assets out of bankruptcy.

But independent journalism, by definition, can’t be bought. After all, once a site is owned by Univision, then it’s no longer independent.

And so the inevitably awkward transition begins. The newly-acquired journalists have to adjust to being a small subsidiary of a much bigger parent company, while the parent company’s executives suddenly find themselves in charge of a group of journalists who were hired, in part, for their courage and their willingness to speak their mind to anybody. Even—especially!—their bosses.

In this case, there’s been a certain amount of entirely predictable mutual incomprehension, largely because Gawker Media represents a type of journalism which is very different than anything Univision has seen in its 54-year history.

Univision News journalists have seen many wars. Some have been forced, as a result of doing their jobs, to flee their country in fear for their lives. But through it all, Univision has been there for them, giving them all the legal and logistical support that they need.

The journalists of Gawker Media, by contrast, have been through a very different kind of war—a war fought by a determined billionaire set on destroying their livelihood. Peter Thiel won that war, and Gawker Media, forced into bankruptcy, lost.

The tactics involved were brutal: a particularly odious aspect of his blitzkrieg was the way in which lawyers trained their legal firepower not only on Gawker Media but also on its individual employees. That kind of hand-to-hand combat against a real-world billionaire villain does have a tendency to radicalize people.

When Gawker Media filed for bankruptcy, then, all it had left were its principles. Those included the principle of never shying from saying the truth, even to your bosses, even if it hurts you. Another key principle: if the sites wrote something true about a person, that true post would not be taken down. (This was also the issue at stake in Gawker Media’s last big internal crisis.) I think it’s fair to say that not everyone at Univision fully realized just how sacred this principle was inside Gawker.

After all, from the point of view of Univision’s executives, this was approached much like any other potential corporate acquisition, albeit one massively complicated by the arcane rules of bankruptcy court. If you’re going to spend $135 million on buying something, you’re going to  need to go through all manner of strategic reviews and board approvals. There are lots of Excel spreadsheets and PowerPoint decks, and there are lawyers everywhere you look, and everything tends to be seen in terms of a convoluted calculus of assets and liabilities and known unknowns.

That calculus resulted, most consequentially, in the decision not to buy Gawker Media’s flagship site, Gawker.com. Gawker.com had substantial assets in terms of pageviews and cashflows and SEO juice and talented employees, but Peter Thiel had done an incredibly good job of besmirching its reputation among the public in general, and among advertisers in particular. As Nick Denton, Gawker’s founder, told me after Gawker.com’s fate had become public, “there is literally nobody in the world who’d be up for the risk of Gawker.com while Thiel is on the warpath.”

Thus was Gawker left out of the Univision deal.

Similarly, the mergers-and-acquisitions types wanted to ensure that the other six sites were bought with as few liabilities as possible. Specifically, they wanted to exclude from acquisition the six posts which have now been deleted. Why? Because those posts are subject to active litigation, and are therefore considered a liability according to the arcane accounting rules which govern large corporations like Univision. It’s an absolutely standard move, when buying assets out of bankruptcy, to exclude liabilities. From Univision’s point of view, that was an M&A decision, not an editorial decision.

I suspect that when that decision was made, many of the people making it had little idea how consequential it would turn out to be. And partly for that reason, it wasn’t communicated or telegraphed effectively. Instead, it was presented to Gawker Media’s staff as a last-minute fait accompli, even though the decision had been made long in advance.

Under the hard-fought terms of Gawker Media’s collective bargaining agreement, “once a story has been posted it can only be removed by a majority vote of the Executive Editor, the CEO, and the General Counsel”. Those terms were specifically designed to make it very, very hard to remove a post. But on Friday, the company had neither a CEO nor a General Counsel. So Univision simply took two of its own executives, appointed them “Interim CEO” and “Interim General Counsel,” and told them to vote to remove the posts. The process went by the books; even so, it was a clear violation of the spirit of the union contract.

From Univision’s point of view, the vote itself was not a particularly big deal. The decision had long since been made to acquire Gawker Media’s assets free of any litigation liabilities; as with the closure of Gawker.com, the vote to delete six posts was simply one of the many, many legal steps which needed to be taken in order to close the deal. If the posts hadn’t been deleted, then Univision couldn’t have acquired the sites. And indeed Univision went to some lengths to minimize the number of posts marked for deletion: all stories which had received legal threats, as opposed to actual lawsuits, were kept up.

Still, from the point of view of the newly-acquired sites, the vote represented everything they feared most about their loss of independence. They had carefully created safeguards to ensure that posts would never be taken down lightly; now here arrived their new acquirer, swatting away those safeguards as though they were little more than a legal technicality.

When the employees reacted to the post deletions with dismay, some Univision executives were puzzled. Didn’t they understand this was simply part of the deal? If the posts hadn’t been deleted, then Univision couldn’t have acquired the sites.

Univision should by rights be seen as the white knight in this story: no one else even bid on the Gawker Media assets, bar a stalking-horse bid from a company which has no real First Amendment track record at all.

I still truly believe, as I tweeted several weeks ago, that being acquired by Univision is the best possible outcome for Gawker Media and its employees. Univision is a company with some of the best First Amendment lawyers in the business, and has decades of experience defending the kinds of stories that anger powerful people, often in countries where a lawsuit is the least of your problems if you’re an aggressive, oppositional journalist. Just yesterday, Univision News published an investigative story about Melania Trump, a powerful and deep-pocketed woman who shares a lawyer with Hulk Hogan. Other publications retreat in the face of such threats; Univision publishes. The journalists at Univision’s newest sites can be assured that it will fight hard not only for everything that they publish in the future, but also for everything on their sites that they have published in the past.

Of course, the Gawker Media employees can be forgiven for taking an attitude of “we’ll believe it when we see it.” No one explained to them, before the posts were taken down, that their deletion was a sacrifice which was necessary to save the six sites. No one walked them through the case that the posts were lost somewhere in the legal intricacies of bankruptcy court, rather than as an act of Univision malice.

Which means that as a journalist, my sympathies here lie with my colleagues at Gizmodo, Deadspin, and Jezebel. As Gawker’s union says, the posts were good ones, and they deserved to live.

What’s more, I don’t entirely understand why this acquisition required six posts to be deleted.

The acquisition of one media company by another necessarily includes a number of abstract assets like trust, safety, and editorial freedom. These ideas are not easy to value in financial terms, but they are incredibly important to any successful media merger. Indeed, they should always come first, before the financial negotiations.

But those posts are gone now, and ultimately there’s little point in relitigating a decision that was made in the past and which is not going to be changed. The good news is that, as Univision has said, it has no beef with the content of the deleted posts; just the fact that they were under litigation. Which means that if the sites in question want to continue to write about the subjects in question, and want to continue to publish true facts about those subjects—well, they are absolutely free to do so.

Most of the time, when a post is deleted, it’s deleted because its publisher, for whatever reason, does not want to continue to assert the content of that post. This case is different. Gizmodo, Deadspin, and Jezebel can and should continue to report aggressively and rigorously on individuals like Chuck Johnson, and otherwise afflict the comfortable. The subjects of the deleted posts should take no succour from Friday’s decision: they are still in the crosshairs of some of the best journalists in the business. Except now, those journalists have the backing of a multi-billion-dollar media organization. I can’t wait to see what they come up with.