An antitrust lawsuit by twelve Democratic states’ Attorneys General against the Paramount Skydance–Warner Bros. Discovery merger, valued at $111 billion, promises to be the most high-stakes—and potentially industry-changing—case in generations.
Paramount and state AGs struck an agreement on July 24 to bypass the legal wranglings of court injunctions in favor of going directly to a full trial. The outcome would determine whether a tech scion—Paramount Skydance CEO David Ellison—backed by his billionaire father, Oracle founder and Trump ally Larry Ellison, and three Gulf sovereign wealth funds, will control a significant portion of the global entertainment and news industries, or if states opposed to the merger have the teeth to stop it.
Per detailed reporting in the New York Times, Paramount’s lead trial attorney, Jeffrey Kessler, set the direct road to a trial with a call to the states and the Writers Guild of America. He suggested the merger be put on hold pending the outcome of a trial, or the deal’s end date of June 1, 2027, whichever comes first. The agreement between the parties came on the heels of the states’ lawsuit and request for a temporary restraining order (TRO) on July 13, which Judge Araceli Martínez-Olguín of the U.S. District Court for the Northern District of California granted for two weeks. The WGA filed its own separate lawsuit on July 14, arguing the merger harms writers’ compensation and work opportunities.
Judge Martínez-Olguín stated in her ruling that the states’ suit had made “a strong showing” that the deal would harm competition. In reinforcing the merits of the states’ case, the judge cited the newly combined company’s potential control of 27 percent of the distribution of widely released films as potentially violating antitrust laws.
Paramount was subject not only to the temporary restraining order, but also faced a potential preliminary injunction in August that would have paused the deal indefinitely. In earlier responses, the company stated it did not want to delay legal battles or closing past September when “ticking fees” kick in. The merger agreement stipulates a $7 million fee per day—amounting to $650 million per quarter—owed to Warner Bros if the deal doesn’t close by September 30, 2026. It also includes a $7 billion “breakup fee” if the deal fails.
Paramount’s legal counsel decided going straight to a full trial would strengthen their ability to make the case that the merger is legal. The company points to larger streaming platforms like Netflix, Disney, and Hulu as the true measure of where market strength lies. Its case is also bolstered by the USDOJ approval in June, and by the recent European Commission approval of the merger, joining sixty-four other regulatory agencies, including large-market countries like China, Canada, and Australia, which either approved the proposed merger or chose not to fight it. The UK is still investigating the deal.
Both sides declared the current pause a win, with Paramount stating that a trial was the “fastest and clearest way to prove that this transaction is good for competition.” California Attorney General Rob Bonta, who is leading the states’ suit, called the agreement “a major victory.”
Former USDOJ antitrust attorney Doha Mekki, who spoke at a Capitol Forum conference on Hollywood in March, said antitrust trials show prosecutors’ confidence in the merits of the case on behalf of the public. They also give the public the chance to examine how their economic interests in the marketplace are being discussed.
Mekki helped bring the Biden DOJ’s sweeping anti-monopoly case against Live Nation. In April, a jury determined that the bipartisan coalition of thirty-four state AGs, who continued with the case even after the current DOJ forged a settlement with the company, had proven that Live Nation and Ticketmaster violated antitrust laws by eliminating competition and driving up costs. Live Nation is set to unwind its hold on Ticketmaster pending appeals. The states’ win in that case is seen as a hopeful precursor by groups opposed to the Paramount merger.
The twelve states’ case against Paramount relies on the Clayton Act of 1914. That law outlines scenarios in which companies create competitive harm, something the Sherman Antitrust Act of 1890 did not clearly define.
The AGs are specifically employing Section 7 of the Act, a merger-control mechanism, arguing the new company would harm competition in the areas of widely released films, distribution of “tentpole” movies (blockbusters), and consolidation of cable channels potentially leading to higher licensing fees. The suit also points to reduced competition of streaming services and less independence for decision-makers in news outlets owned by the company—Paramount’s CBS News and CNN, which Warner Bros. owns.
While the antitrust case centers on the two studios’ larger entertainment businesses, its potential impacts on smaller news broadcasting divisions have propelled opposition from journalists, politicians, and high-profile groups including the Committee for the First Amendment, SAG-AFTRA, Freedom of the Press Foundation, and coalitions comprised of thousands of Hollywood creatives and network journalists. The deal would put one of the largest global news organizations, CNN, under the control of Paramount’s CBS News, now run by its embattled Editor-in-Chief, Bari Weiss. Weiss is the founder of the online commentary site The Free Press, often described as “anti-woke” and critical of legacy media.
In an August 4 New York Times op-ed, David Ellison wrote that he believes criticism of the merger and the states’ lawsuit have more to do with his potential ownership of CNN than a combined company’s market share. He insisted that he does not want “to bend their newsrooms,” while adding that he’d like to see these newsrooms “reflect the whole world, not one side of it.”
President Trump has paid singular attention to this aspect of the merger, his administration openly stating the desire to see the Ellisons take over CNN, a news network he continually maligns. The Ellisons have reportedly made assurances to the President that changes to his liking would be made at CNN should the merger succeed. Paramount has denied this, saying no commitments have been made to any governmental body.
Meanwhile, changes at CBS News to appease the White House have been clear, if chaotic, since Ellison’s Skydance bought Paramount in 2025, with the regulatory help afforded by a $16 million lawsuit settlement with Trump. Since Bari Weiss’s installation last October—handpicked by David Ellison—the network has experienced two rounds of significant layoffs, reports of editorial interference, and the departure of top correspondents who critically covered the Administration. A staff-wide town hall in January, led by Weiss, didn’t calm internal distrust or resistance.
The most public controversy involving Weiss’s leadership has been her overhaul of “60 Minutes.” A battle with correspondent Sharyn Alfonsi over her report on abuses in CECOT prison, where the United States is detaining immigrants, became public. By the end of the storied show’s season in May, Weiss fired Alfonsi, acclaimed correspondents Scott Pelley and Cecilia Vega, and Executive Producer Tanya Simon, who had attempted to keep a firewall between Weiss and the show. All three correspondents have said they were subject to unprecedented editorial interference.
Seeing the writing on the wall, CNN is beginning to shed top reporters even amid the network’s ownership limbo and a particularly difficult job market for journalists. Correspondents and hosts are either jumping ship early, not renewing longer contracts, or stating they would not work under Weiss’s management.
Despite many public promises about producing thirty films per year as a sign of the merger’s importance to the entertainment industry, Ellison and Paramount spokespeople have yet to mention the deal’s impact on the companies’ respective news organizations.
“They haven’t shared plans on CNN, so there’s no reason to trust them given how they run CBS News,” Clayton Weimers, executive director in Washington, DC, for Reporters Without Borders (RSF), told Project Censored. “They’re putting their thumbs on the scale for a particular ideology. And to make the deal more efficient, they’ll need more layoffs. That means less access to information for news consumers, and fewer people deciding what stories get to be told.”
Even if the Paramount-WBD merger falls apart, the pattern Weimers describes is repeated elsewhere. The now-paused merger of station owners Tegna and Nexstar Media Group has already eliminated local reporters. And billionaire media mogul Byron Allen, who recently bought Buzzfeed (which owns HuffPost), is now overseeing cuts to over a third of Buzzfeed’s staff. Recent media consolidations and billionaire buys have forced more journalists to leave the profession or stake out independent platforms for ethical reasons, options that are financially precarious for them and, overall, corrosive for consumers who rely on a healthy media ecosystem for trustworthy news and information.
The battle for a trial date began Friday with the latest court filing—the states requesting April 5, 2027, and Paramount countering with November 4. Judge Martínez-Olguín will decide. Regardless of its start date, the case will mark a pivotal moment in media, US business, and the culture at large. At stake is whether states’ antitrust authority and public opposition will be enough to prevail. It will be a test to see what impact vocal challenges and states’ antitrust authority in opposition to the merger will have on the case’s outcome.
“The lesson is these things are not inevitable,” says Weimers. “We were told we can’t stop it. But here we are, and we’re closer to seeing the deal fail. We can fight back, and we can win.”
This article first appeared on https://www.projectcensored.org/paramount-warner-bros-deal-on-ice/