Paramount’s Warner Bros. Deal Faces Multi-State Antitrust Suit

California, New York, and a coalition of other states plan to file an antitrust lawsuit to block Paramount Skydance Corporation’s $111 billion acquisition of Warner Bros. Discovery (WBD), Reuters reported Friday. The complaint is expected in the coming weeks and, if successful, would unwind a February 27 agreement giving a single company control of CBS, CNN, HBO, and Warner Bros. Studios.

The threat arrives less than a week after Paramount’s chief legal officer publicly accused some critics of the merger of holding antisemitic views. Per the WBD merger agreement filed with the Securities and Exchange Commission (SEC), WBD shareholders begin collecting roughly $6.9 million daily in ticking fees for every day after September 30, 2026 the deal remains unclosed.

The State Coalition Takes Shape

California Attorney General Rob Bonta has been the most visible state official raising competition concerns since Paramount outbid Netflix for WBD in late February. His office is expected to co-lead the complaint alongside New York; the other participating states have not been publicly identified. Bonta received a formal letter from Paramount’s legal team on May 7 arguing the combined company would create jobs and compete more effectively against Netflix, Amazon Prime Video, and Disney+.

Paramount won the WBD deal after an aggressive bid war running from December 2025 through late February. Netflix had initially signed an $83 billion acquisition agreement with WBD in December; Paramount launched a competing all-cash tender offer, ultimately raising its price to $31 per share. WBD’s board declared that offer a “superior proposal” on February 26 and signed a definitive merger agreement the following day. Per the merger agreement, the transaction values WBD at an enterprise value of approximately $111 billion, equivalent to 7.5 times WBD’s projected fully synergized EBITDA for 2026.

A combined Paramount-WBD would hold the Warner Bros. film library, HBO, Max, CNN, Turner Sports, Paramount Pictures, Paramount+, CBS, CBS News, Comedy Central, Nickelodeon, and the CW network in a single corporate structure. The scale of that consolidated asset base sits at the core of what state officials and press-freedom organizations have described as a market-concentration problem stretching from theatrical distribution to national television news.

The deal already cleared one significant federal hurdle. The Hart-Scott-Rodino Antitrust Improvements Act (HSR) waiting period expired on February 19, 2026, without a Department of Justice (DOJ) challenge. WBD’s board unanimously approved the transaction; WBD shareholders subsequently voted in favor. Under federal antitrust law, state attorneys general retain independent authority to challenge mergers even after an HSR window closes without federal action.

In a June 3 court filing seeking to dismiss a separate private antitrust suit already before a court, Paramount called the case a “clumsy attempt to politicize antitrust litigation” and argued that any injunction would “impose significant economic costs on Paramount” and hurt competition in streaming by denying Paramount the scale to challenge larger rivals.

A September 30 Countdown

Under the terms of the merger agreement Paramount and WBD signed on February 27, if the acquisition has not closed by September 30, 2026, WBD shareholders receive $0.25 per share per quarter, measured daily. With WBD’s approximate outstanding share count, Reuters calculated this at roughly $6.9 million for each day the closing slips past that date.

A state coalition that files in July and moves immediately for a preliminary injunction to freeze the transaction would likely need courts to complete briefing, hearings, and a ruling by September. Antitrust injunction proceedings, even on accelerated schedules, rarely resolve in under 60 days from filing. Any temporary freeze carries the closing date past September 30. The ticking fee has no stated cap; it accumulates daily until the deal closes, however long that takes.

Analysts covering the federal review had treated Paramount’s approval path as relatively clean compared with what Netflix would have faced, partly because a studio-and-streaming combination looks less threatening to US content markets than Netflix absorbing WBD’s cable and news networks alongside streaming. The DOJ’s decision not to challenge during the HSR period reinforced that read.

• $111 billion: enterprise value of the proposed combination, announced February 27, 2026
• $31.00/share: Paramount’s all-cash offer price, which WBD’s board deemed superior to Netflix’s $83 billion bid
• September 30, 2026: deadline after which the daily ticking fee of roughly $6.9 million begins accruing
• February 19, 2026: date the federal HSR antitrust waiting period expired without a DOJ challenge

Calling Critics Antisemitic

In an interview with the Los Angeles Times published June 1, Makan Delrahim, Paramount’s chief legal officer, accused some opponents of the WBD deal of harboring antisemitic views. Delrahim, 56, is an Iranian-American Jew who emigrated from Tehran with his family after the 1979 Islamic Revolution. He previously served as US assistant attorney general for antitrust under President Trump’s first term. He did not name any specific critics or organizations in the Los Angeles Times interview.

Let’s be honest. There’s a lot of fear-mongering, particularly from people in Washington, D.C. Some of these people are trying to inflict harm on this transaction really because of their own antisemitic views.

Delrahim did not elaborate on or identify who he meant, per JNS’s coverage of the June 1 statement. That same report notes he rejected claims the deal would “undermine journalistic independence to curry favor with U.S. President Donald Trump.” In the same interview, he argued the transaction would create “more, better, and exciting jobs” and called David Ellison “an absolute lover of films.”

The charge drew considerably more coverage than Paramount’s competitive arguments about streaming scale had managed. Techdirt, covering the statement on June 5, described Paramount as appearing “clearly getting nervous” about the strength of growing opposition, noting the remark came as state regulators were openly signaling antitrust interest. The same political climate had already placed the deal’s ownership connections under scrutiny: in September 2025, a group called Film Workers for Palestine circulated a pledge targeting Israeli film institutions, which Paramount condemned at the time, per Variety. Delrahim did not link his June 1 remarks to that incident.

The Opposition Coalition

The state AGs are formalizing opposition that had been building from multiple directions since December 2025, when Paramount launched its hostile bid for WBD. The coalition’s breadth is unusual even by major-merger standards: a combination of two of the six remaining major Hollywood studios alongside the two largest US TV news networks drew simultaneous critics from entertainment labor, journalism, cinema exhibition, and Capitol Hill.

• Theater owners argued that combining Warner Bros. and Paramount Pictures distribution operations would give one company outsized leverage over release windows, screen allocations, and home-video holdbacks.
• Hollywood actors and crew pointed to fewer independent studio buyers as the consolidation reduces the number of competing bidders for talent and original content.
• Press-freedom organizations submitted formal comments to state regulators, arguing that CBS News and CNN under a single ownership group with documented White House ties poses a structural threat to editorial independence.
• Multiple US senators publicly criticized the acquisition, per Reuters, citing monopoly concerns and the deal’s political context.

Paramount addressed these groups in SEC filings, arguing the transaction “addresses the concerns raised by content creators, the talent community and theatrical movie exhibitors” and would “strengthen Hollywood’s iconic role in global media.” The state coalition, per Reuters, plans to incorporate at least some of these concerns in its formal complaint. The May 7 Delrahim letter to Bonta suggests California’s formal review had already been underway for several weeks before the public suit announcement.

Appeasement’s Ledger

The state-level coalition’s political momentum has documented roots. In 2025, as Paramount and Skydance Media sought Federal Communications Commission (FCC) approval for their own combination, the company made moves critics characterized as deliberate cultivation of federal goodwill. The FCC approved the Paramount-Skydance deal in August 2025, a transaction valued at roughly $8 billion, per NPR’s reporting on the federal approval. David Ellison, son of Oracle co-founder Larry Ellison, became chairman and CEO of the combined entity after that deal closed.

Paramount paid $16 million to settle a lawsuit President Trump had filed against CBS and its newsmagazine program 60 Minutes over coverage of the 2024 election, per Time’s reporting on Senate opposition to the WBD deal. CBS News installed Bari Weiss, a conservative-leaning editor and writer, as editor-in-chief; a wave of staff departures followed. Paramount cancelled The Late Show with Stephen Colbert, effective May 2026, citing annual losses of more than $40 million. South Park’s season premiere on Comedy Central, a Paramount network, attributed the cancellation to presidential appeasement.

Senate Democrats, when the WBD deal cleared the Netflix competition in late February, cited these steps directly, per Time’s reporting. Their argument, as reported by Time, centered on editorial independence as much as market concentration: a Trump-aligned group combining ownership of CBS News and CNN, they said, creates a political risk to US television news that standard antitrust analysis does not address.

Can State AGs Block This Deal?

State antitrust suits don’t automatically block mergers. When the DOJ challenged AT&T’s $85 billion acquisition of Time Warner in 2017, a federal district court ruled in AT&T’s favor and the deal closed. States that monitored without filing their own suits had no effect on the outcome. Per Reuters, state lawsuits “can impede progress” but don’t always succeed.

In this deal, impeding progress has a price. A state coalition that files in July and seeks a preliminary injunction needs to demonstrate a likelihood of antitrust success and the risk of irreparable harm from allowing the merger to close. Courts scheduling those hearings typically need 30 to 60 days. Any temporary freeze, even one later overturned, puts the ticking-fee deadline in play.

If the DOJ clears the deal while a state coalition simultaneously litigates in court, the parties face a split regulatory landscape. That has precedent: in the late 2010s, federal and state regulators took divergent positions on several technology-sector acquisitions, with states sometimes securing behavioral remedies the federal government hadn’t required. Under antitrust law, DOJ and state AG proceedings run on separate tracks; a federal clearance doesn’t bind a state court. The state coalition adds a second front that the HSR period’s expiration did nothing to foreclose.

The Department of Justice may reach its own position soon, per Reuters. The states’ complaint comes first, in the coming weeks. October 1 starts the meter.