It’s not just consumers and advocacy groups that are worried about the pending sale of Time Warner Cable to Comcast for $45 billion. On Friday, a TWC shareholder has filed a lawsuit to block the merger, claiming that executives prioritized their own bank accounts over investors’ interests for a deal that will have a difficult time passing regulatory muster.

Bloomberg reports that the suit, filed Friday in a New York State Supreme Court in Manhattan, alleges that Time Warner Cable took part in a “woefully deficient” bidding process when it accepted the Comcast offer of around $159/share.

Though that price is about 17% higher than the value of TWC stock at the end of trading on Friday, the plaintiff claims that it doesn’t take into account future growth and value.

“Since rumors first leaked in mid-2013 about several companies interested in acquiring Time Warner, it has been reported that Time Warner failed to engage in good faith negotiations,” reads the complaint.

Why would TWC leadership accept the deal? According to the plaintiff, it doesn’t hurt that the Comcast bids includes $60 million in special payments to management.

Then there is the regulatory issue. Both the FCC and the Justice Dept. need to sign off on the merger before it can happen.

The regulators did allow for the merger of Comcast and NBC Universal in 2010, but FCC leadership was different at the time (including the one commissioner who jumped ship almost immediately after the deal was done to go work as a lobbyist for Comcast), and the current slate of commissioners haven’t been tested on any deals of this size yet.

In Dec. 2013, when a Comcast offer was merely a rumor, FCC Commissioner Ajit Pai expressed the sentiment that the current administration would be unlikely to sign off on a deal between the nation’s two largest (and two worst-rated, in terms of customer satisfaction) cable/Internet providers.

Thus, the shareholder lawsuit contends that TWC management may be fighting a pointless fight by trying to make the deal with Comcast, when a sale to a smaller company like Charter would probably have a better chance of getting through the regulatory gauntlet.

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