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Here we go again! For the third time within a quarter century, the Warner Bros. studio assets have been acquired for more than $70 billion. Since I commented very sharply on the first two, lots of people are asking me my thoughts on the just-announced purchase of Warner Bros. by Netflix. I provide my response in this Playing to Win/Practitioner Insights (PTW/PI) piece. And as always, you can find all the previous PTW/PI here. Third Time Lucky? The first of these mega deals was in 2001 when AOL bought Time Warner in a deal that valued Time Warner equity at $166 billion. (While it was more of a merger than a takeover, it was technically structured as an acquisition). The next one was in 2018 when AT&T bought Time Warner for $85 billion. Both deals routinely make lists (like this one) of the worst takeover deals in business history. The AOL Time Warner deal cratered almost immediately as the market realized that AOL was largely worthless, which was confirmed when AOL was spun off for a mere $3 billion in 2009. The selling shareholders initially thought they got an awesome deal because Time Warner shares were valued at a massive 70% premium over the preannouncement price. However, the payment was in what turned out to be wildly overvalued AOL stock. In the end, Time Warner shareholders gave up 55% of their companyworth about $55 billion based on preannouncement value of Time Warnerin exchange for an asset worth $3 billion. As a combination, AOL Time Warner was a disaster, but the shareholders of AOL made off like bandits. {"blockType":"mv-promo-block","data":{"imageDesktopUrl":"https:\/\/images.fastcompany.com\/image\/upload\/f_webp,q_auto,c_fit\/wp-cms-2\/2025\/09\/martin.jpg","imageMobileUrl":"https:\/\/images.fastcompany.com\/image\/upload\/f_webp,q_auto,c_fit\/wp-cms-2\/2025\/09\/Untitled-design-1.png","eyebrow":"","headline":"Subscribe to Roger Martin\u0027s newsletter","dek":"Want to read more from Roger Martin? See his Substack at rogerlmartin.substack.com.","subhed":"","description":"","ctaText":"Sign Up","ctaUrl":"https:\/\/rogerlmartin.substack.com","theme":{"bg":"#00b3f0","text":"#000000","eyebrow":"#9aa2aa","subhed":"#ffffff","buttonBg":"#000000","buttonHoverBg":"#3b3f46","buttonText":"#ffffff"},"imageDesktopId":91412496,"imageMobileId":91412493,"shareable":false,"slug":""}} In the AT&T Time Warner deal, AT&T learned not long after the dust had settled that this was a disastrous acquisition and, a mere three years later, sold the Time Warner assets to Discovery for $43 billiona massive discount. As I have pointed out before, that is the equivalent of the AT&T executives holding a bonfire of $38 million of shareholder cash every day for three consecutive years. On December 5, 2025, Netflix reached an agreement to acquire the Warner Bros. assets for $72 billion. Of course, we dont know yet how it will turn out. The first two deals destroyed over $50 billion of value for Time Warner shareholders and over $40 billion for AT&T shareholders, respectively. The hope is that this will be third time luckybut the track record around the transfer of Warner Bros. assets hasnt been good thus far. Deeply Flawed Strategic Rationales I knew the first two deals were doomed from the outset because the (so-called) strategic rationale for both was deeply flawed. The stated strategic logic of the AOL Time Warner combination was that AOL would benefit competitively in the internet access business, in which it was then the market leader, by having proprietary access to Time Warner content. Sounds great! But the logic just doesnt track. Time Warners value was based on its ability to broadly distribute its content. Content creation is a fixed cost business. Creators invest an enormous amount in creating the content and then to amortize that fixed cost, they strive to sell their content to as many users as possible. AOL led in the internet access business with 30% market share at the time. One of two things could have happened after the combination. First, Time Warner content could have given AOL a meaningful advantage over its competitors. That would have validated a key tenet of the rationale. But had that happened, the other 70% of the market would have boycotted Time Warner content because it was helping their competitor, which would have sabotaged the business model of Time Warner. Alternatively, Time Warner content may not have been able to move the needle on AOL advantage over its competitors, invalidating the entire premise of the combination. That is, there was zero probability of the strategic success of the combination, which I described in this Harvard Business Review piece. On AT&T Time Warner, the rationale was owner economics, a concept I hate in the general case, as I discuss in this piece, and my antipathy applies in spades to this case. The idea was that by buying Time Warner, AT&T gained the advantage of owner economics. Rather than buying content from outside providers and having to pay a profit-margin premium for it, AT&T would get it from Time Warner at costimproving the (owner) economics of AT&T. Yup, that would be true. But then all the business Time Warner would have with its giant customer, AT&T, would be at zero profit, thus tanking the profitability of Time Warner, ensuring that its value would never be close to the $85 billion for which it was purchased. Days after the merger, I pointed out this logical flaw to Fortune reporter Jeff Colvin, who had called me for my opinion, and I predicted that: a) the acquisition would be an unmitigated disaster; b) would be divested within five years; c) at a price half of the acquisition price; and d) would cost AT&T CEO Randall Stephenson his jobpredictions that Colvin confirmed in an article at time of divestiture. The only thing on which I was (slightly) wrong is that I predicted AT&T would salvage 50% of the purchase priceit was 50.6%. Both illustrate what I call the Impossibility Theorem, which describes a situation in which for the logic to hold, two things must be true, but if one is true, the other cant possibly be. For example, if AT&T does benefit from owner economics, Time Warner cant maintain its value. If Time Warner can maintain its value, AT&T cant benefit from owner economics. Not understanding the Impossibility Theorem cost shareholders roughly $100 billion across these two acquisitions. Netflix-Warner Bros. This all begs the question, is this just another Warner deal based on a fundamental strategic fallacy? No, it is not. There is no insane argument about owner economics or vertical integration. This is a plain, old-fashioned bulk-up move. With the acquisitionof Warner Bros., Netflix bulks up in its two core businesses: content creation and content streaming. Netflix started in media content distribution and led by pioneering internet streaming, becoming the dominant player in that arena. It distributed the content created by the traditional major players in that space, such as Universal, Paramount, Warner Bros., etc. However, during the 2011-2015 period, all the new streaming players, including Netflix, started spending aggressively in content creation of their own. As a result, Netflix is now a major player in both content streaming and content creation. However, in streaming, Netflix is no longer the sole dominant player. Based on recent numbers, Netflix still has the biggest U.S. subscriber base with 81 million. But Amazon is close behind with an estimated 75 million. Disneys Hulu has 64 million. But if you combine the three Disney streaming platforms (Hulu with 64 million; Disney+ with 55 million; and ESPN+ with 25 million), it is far ahead of Netflix with 134 million streaming subscribers. Globally, Netflix leads with 302 million subscribers to Disneys 221 million (combined) and Amazons estimated 200 million. But with the Warner acquisition, which includes its HBO Max service, Netflix jumps slightly ahead of Disney in the U.S. (139 to 134 million) and dramatically widens its global lead with 430 million to Disneys 221 million and Amazons 200 million. This is simple straightforward bulking up in Netflixs core streaming businessovercoming its scale deficit in the U.S. and extending its scale advantage globally. That is a simple and powerful strategy logic. In content creation, Netflix was a big part of the dramatic transformation by which the players that have entered content creation since 2011 now make up 50% of the estimated content creation spend. But prior to this deal, Netflix was a mid-tier player in that game, spending an estimated $17 million in 2024 compared with Comcast-Universal at $37 million or Disney at $28 million. However, adding in Warners $14 million makes Netflix one of the top tier content creators. To the extent that scale matters in streaming and content creationand I think it doesthe strategic logic of this makes lots of sense, in stark contrast to the previous two trades of Warner Bros. assets. The Rub When the AOL Time Warner and AT&T Time Warner deals were announced, there was huge uproar in the press over antitrust concerns. Would the vertical integration hurt consumers? Would AOL and AT&T become dangerously dominant in their primary markets because of their ownership of Warner content? I didnt worry for a second because regulators dont have to protect consumers from mergers that are going to crater and I knew both deals were destined to fail miserably. Regulators only need to worry about mergers that are likely to succeed! And they should worry about this one. The Netflix press release is quite something. It makes two claims aimed specifically at potential antitrust concerns. Bold-type callouts claim that the combination will: 1) Offer More Choice and Greater Value for Consumers, and 2) Create More Opportunities for the Creative Community. I understand why companies do this kind of thing. Netflix would love to have readers be insipid enough to believe these two things because that would suggest there are no antitrust problems about which regulators should be concerned. The problem is that both claims are flat out false. When you reduce the number of major competitors by one, you do not provide more choice or greater value for consumers. If you buy the competitor and leave it alone, at best, you provide the same choice and the same value. But to leave it alone is not why a company pays a huge takeover premium to buy a competitor. And when you reduce the number of major industry players by one, you do not provide more opportunities for suppliers to that industry. You reduce by one the number of customers who compete for their services. I can totally understand why Netflix wants to reduce competition from other streamers and other content creators. In streaming, it started with a near monopoly but has lost its lead in the U.S. market and is no longer far ahead globally. Getting rid of one major streaming competitor and bulking up makes lots of sense. In content creation, when all the new players entered, including Netflix itself, they created a bonanza for content creation talent. It has never been a better time for talent, as exemplified by Shonda Rhimess $450 million production deal with Netflix. Bulking up to have more buying power over content talent, plus eliminating one major content competitor makes total sense. But dissimulating about it? Not a good look. Practitioner Insights You will be fed all sorts of ridiculous so-called strategy logic on a regular basis. It can be vertical integration, owner economics, or having one less competitor will deliver more choice for consumers. Some are the product of utter cluelessness, others fundamental dishonesty. Sometimes somebody else (like me) will help you expose the logical fallacies. Other times, you will be on your own. For those times, it is important to practice your critical eye for strategy logic. When you read or listen to someone espousing a strategic logic, practice interrogating it. Dont just accept it. Instead, take it under advisement and ask whether there is a better, more profound logic to explain the situatione.g. Time Warner shareholders were about to be taken to the cleaners by AOL shareholders, owner economics is a fraudulent concept that will cost AT&T shareholders dearly, and Netflix isnt motivated by consumer choice or creative community welfare but rather by increasing its scale and reducing competitive intensity in its core businesses. {"blockType":"mv-promo-block","data":{"imageDesktopUrl":"https:\/\/images.fastcompany.com\/image\/upload\/f_webp,q_auto,c_fit\/wp-cms-2\/2025\/09\/martin.jpg","imageMobileUrl":"https:\/\/images.fastcompany.com\/image\/upload\/f_webp,q_auto,c_fit\/wp-cms-2\/2025\/09\/Untitled-design-1.png","eyebrow":"","headline":"Subscribe to Roger Martin\u0027s newsletter","dek":"Want to read more from Roger Martin? See his Substack at rogerlmartin.substack.com.","subhed":"","description":"","ctaText":"Sign Up","ctaUrl":"https:\/\/rogerlmartin.substack.com","theme":{"bg":"#00b3f0","text":"#000000","eyebrow":"#9aa2aa","subhed":"#ffffff","buttonBg":"#000000","buttonHoverBg":"#3b3f46","buttonText":"#ffffff"},"imageDesktopId":91412496,"imageMobileId":91412493,"shareable":false,"slug":""}}
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Ive tried them all. A fancy planner, perfect workout routines, ambitious ways to read more, and writing rituals to get more done. I did the research. But what ultimately worked is something called the kaizen incremental method. An idea is from Japanese manufacturing, of all places. It means continuous improvement. The practice of tiny actions. A step so small your brains resistance (a built-in fight-or-flight response to big, scary changes) doesnt even bother to fight it. I use the kaizen approach as a backdoor to building new neural pathways. Im not forcing change; Im gently guiding my brain into new habits, one step at a time. Thats how I started writing almost every day. I opened my laptop and started putting thoughts down at the same time daily. I didnt aim to write a whole page. Just ideas down. After a few weeks of the same practice, writing things down became easy. Not effortless. But the resistance was not the same. Thats the kaizen advantage. You work with your psychology, not against it. Big goals Youve probably tried the new year, new me approach to life. You start the year with big goals. And big motivation. But most people dont even make it through to March. Whats helped me is tiny but consistent routines, rituals, and behaviours. It doesnt matter what time of year. I focus on stacking good actions. The kaizen approach feels like nothing. Until suddenly it feels like everything. The easier a behavior is to do, the more likely the behavior will become habit, writes B.J. Fogg in his book, Tiny Habits. Kaizen matches how you live. Say you want to read more. The old way: Ill read 50 books this year! You buy a stack, stare at it, and feel behind by February. The Kaizen way: Ill read one page before bed. One page. Youll often read more. But on the worst day of your life, one page is still a victory. Youve kept the habit alive. One tiny bit of progress at a time. You read one or two pages of your favorite book daily. A year later, youve finished more books than ever. You save $50 a month. One day, youve built an emergency fund. You start by tidying one drawer. Eventually, your whole space feels clean. Theres no one massive win. Just small wins stacking up. When you want big results, small steps feel insulting. You want to sprint. You want the outcome that means everything. You want proof that youre serious. Direction is everything But being serious means not stopping. The secret is in the consistency, not the intensity. A 1% improvement, repeated, is compound interest for your life. Do the math: 1% better every day for a year, and youre nearly 38 times better by the end. Life isnt that linear, but the direction is everything. Youre moving forward, not stalling out in a cycle of ambition and guilt. Youll doubt it at first. I did. It feels too small, too insignificant. One page of reading is nothing! But nothing is sustainable. Youre playing the long game. You cant overhaul your entire life every January. You will burn out and feel frustrated. Youll feel like you failed when really, its your system that failed. Small steps are not a compromise. Theyre a sustainable life strategy. Make your system too easy to fail. Pick the smallest version of the thing you want. If the goal is to write, maybe you start with one sentence a day. Yes, one. Whats the point? The goal is not to overwhelm your brain. Convince yourself its too easy not to try. The more you practice, the greater the chance of it becoming a habit. Make it repeatable If you need willpower, its too big. Keep score. Tiny wins feel bigger when you can see them. Can you quantify your results? Show your wins to yourself. And let yourself feel proud. Seriously. Celebrate the tiny stuff. Your brain loves reward signals. Over time, your small steps evolve. You dont have to force it. Momentum does the heavy lifting. Kaizen doesnt just help you change. It changes how you see yourself. When you repeat every day, even in tiny ways, you stop seeing yourself as someone who tries. You start seeing yourself as someone who does. And that transformation is everything. Big change looks impressive, but small, consistent action builds identity. They build trust in yourself. They build a life that doesnt fall apart the minute motivation fades. If you want a change that can last in the next few months, something that sticks, try smaller. Way smaller. The path to significant change isnt broken resolutions. Its tiny, steady progress. Just pick an area of change. A tiny habit you can sustain. And start small. Pick one thing you are likely to do. Something that wont tell your brain its a big deal. Kaizen is the discipline of consistency. You dont need a new version of yourself to pursue things too overwhelming for your brain to sustain. What you need is just todays version, willing to take one small, almost silly step. Significant change is not an event you schedule. Its a practice. Youre not breaking yourself down to build something new. Youre just guiding yourself, kindly, in a better direction. Take that goal you are pursuing. Now, make it smaller. Smaller still. Until you think, Oh, I could do that right now. Then do it. And trust that tiny start with all your heart. Its the smartest, most human way forward youve got.
Category:
E-Commerce
For many office workers, the typical lunch hour is a sad desk lunch of a sandwich or slop bowl supplemented by a rotating schedule of snacks. According to a poll conducted by Yahoo and YouGov, half of employed Americans regularly eat at their workstations. And now theyre sharing it all on TikTok. Office snack content is hooking viewers online with captions such as WIEIAD (what I eat in a day) and what I ate at my 8-4, featuring office workers time-stamped eating schedules. Employees post montages of their morning coffee and breakfast of choice, followed by a time-lapse video of a variety of snacks and beverages consumed at their desk. Some videos have voice-overs, some have light jolly music, and others keep it monotonous, complete with keyboard ASMR. And if the workers employer offers free food (certainly a step above your tuna on rye in a brown paper bag), theyre sharing that, too. Rating everything I ate at the office today, one TikTok creator who works at the tech company Carta posted. First, she helps herself to free coffee, followed by a Cocojune yogurt with blueberries. For lunch, she shows a plate of chicken katsu and a range of beverages, including a lime Diet Coke and a Spindrift. The day ends with a protein bar. Her content frequently racks up hundreds of thousands of views. In a separate video, she provided a close-up of the snack selection, due to popular demand. My show is on, one user commented. Another wrote that theyd love to see how much money this saves you eating at work every day. A day of office lunches may not sound like thrilling source material for social media, but clips of what people are eating at work are an extremely popular content niche. There are more than 1.1 million videos on TikTok with the hashtag #wieiad, varying from corporate snack selections to what workers pack for their lunch from home. Why these mundane videos are oddly satisfying to watch, whos to say? For some, it may serve as inspiration; for others, it can give a sense of a companys workplace culture and perks. Perhaps we are simply nosy creatures. Free food at the office has long been a popular perk used to entice employees. In 2022, Meta eventually barred employees from bringing in Tupperware because too many had been stocking up on free food and taking it home with them. After the pandemic and the end of remote working left many companies seeking ways to entice workers back to the workplace, office snacks and free lunches were among the incentives employers turned to. Because who doesnt love a free lunch? (With the additional benefit for employers of keeping workers at their desks longer.) A recent change in tax law may throw a wrench in the WIEIAD trend, though: Starting in 2026, meals provided for the employer’s convenience, such as on-site or cafeteria meals, will no longer qualify for a tax deduction, according to professional services firm UHY. Some have suggested the change could apply to office snacks and coffee, too. Think of all the potential office mukbangs wed be deprived of.
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E-Commerce
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