bonta

Paramount Skydance Chairman David Ellison and California Atty. Gen. Rob Bonta are clashing again — this time over when the antitrust trial to determine whether Paramount can complete its nearly $111-billion takeover of Warner Bros. Discovery should begin.

In court documents Friday, Bonta and his coalition of 11 other Democrat attorneys general proposed a two- to three- week trial beginning April 5, 2027.

Ellison’s Paramount pushed back, saying the media company would like to start the courtroom action on Nov. 4.

“Our request for a November trial date is more than sufficient to give both sides the time they need to conduct discovery, gather evidence, and prepare for trial,” Paramount said in a statement that called the state attorneys general request for a springtime trial “nothing more than a stonewalling tactic.”

U.S. District Judge Araceli Martínez-Olguín, who is overseeing the high-profile case, now must pick the date.

For Paramount, the issue is hugely important.

Ellison wants to wrap up the massive Hollywood deal — bringing CNN, HBO and the Warner Bros. film and television studios under Paramount — as soon as possible. Doing so is crucial to holding together Paramount’s coalition of financiers and controlling its rising expenses, primarily legal fees and escalating obligations to Warner shareholders.

Early this year, Paramount agreed to pay Warner investors a so-called ticking fee of $.25 per share per quarter, beginning Oct. 1. The overture was aimed at winning over investors during a bidding war with Netflix. Paramount agreed to pay Warner shareholders at least $31 a share.

Those ticking fees would increase the cost by $650 million every quarter or $7 million a day. For Paramount, finalizing the transaction by year’s end would eliminate such payments in 2027.

Warner shares gained 3.3% Friday to $26.30 — well below the deal price. Paramount stock is down nearly 40% since early January; it ended the trading week at $7.96.

For the states — which have been joined in the antitrust litigation by the Writers Guild of America — setting the trial for next spring would bring advantages.

They would have more time to prepare their case while also gaining leverage over Paramount, should the two sides seek to resolve the issue out of court.

With the clock ticking, Paramount might be more willing to compromise to reach a settlement, including selling some of its hoped-for assets.

“Plaintiff States propose a fast-paced but realistic schedule that moves this case rapidly to trial while ensuring sufficient time for discovery and pretrial preparation,” the states said in the latest court documents. “A shorter timeline would be artificially compressed and risks depriving this Court of a full record on which to decide this $110 billion case.”

Paramount also faces a potential $7-billion payment to Warner Bros. should the merger collapse by next summer. Paramount is the smallest of the major media companies and acquiring Warner Bros. is key to Ellison’s ambitions to build a new Hollywood colossus.

The state attorneys general, including from Colorado, Oregon, New York, New Jersey and Nevada, have argued that the blockbuster merger — the largest in Hollywood in decades — would violate the Clayton Antitrust Act, which has been on the books for more than a century.

If the deal goes forward, just four companies — a post-merger Paramount-Warner, Disney, NBCUniversal and Sony Pictures — would control 86% of movies that are widely released (in more than 3,000 movie theaters), according to the attorneys general lawsuit.

Paramount-Warner Bros. would also own more than 50 cable channels, including CNN, TBS, HGTV, Animal Planet and Comedy Central, in addition to HBO.

The Wall Street Journal reported Friday that Gov. Gavin Newsom was not eager for a trial to take place.

Newsom has not publicly favored either side. Sources have previously told The Times that both sides have been lobbying the governor to win his support.

A Newsom spokesperson declined to discuss the Journal article, saying: “Our office doesn’t comment on anonymous sources or unverified reporting.”

Bonta — not Newsom — is leading the case.

Both hold statewide office; Bonta is running for reelection this year and Newsom is widely expected to run for president in 2028.

Paramount last week agreed to delay its acquisition amid concerns that it was poised to lose an important motion for a preliminary injunction — which would have rattled investors — and scuttled the deal until a trial could be held.

On Friday, Paramount said further delays “harm the many individuals outside this courtroom who will be denied the expanded content offerings and industry stability that a combined Paramount-WBD promises to bring.”

For his part, Bonta has said he was “eager” to move forward to a trial.

“Our challenge to the unlawful Warner Bros./Paramount merger is a clean-cut antitrust challenge through and through: it’s about protecting the vibrancy of an industry, the pockets of consumers, and the quality of films and television programs that take center stage in many of our lives,” Bonta said in a statement. “This challenge deserves careful and thorough review.”

Paramount Skydance Chief Executive David Ellison isn’t waving a white flag.

After Paramount agreed Friday to delay its proposed merger with Warner Bros. Discovery to battle a stiffer-than-anticipated antitrust challenge from California Atty. Gen. Rob Bonta and 11 other state attorneys general, Ellison is resetting expectations. In a Monday memo to employees, Ellison wrote that he still believes his mammoth merger will be consummated in the coming months.

Paramount stock has lost about 20% of its value since the beginning of July amid concerns that the company will have to shoulder higher costs to get its $111-billion Warner Bros. acquisition across the finish line. Friday’s agreement with the state attorneys general to delay the merger’s close until after an antitrust trial, which will likely be held in 2027, also was unsettling to shareholders and some employees.

Paramount Skydance shares closed at $8.03, down 2.19% Monday afternoon.

“Let me be clear: we remain highly confident that this transaction does not pose any legal issues, and we will complete it and bring these two companies together,” Ellison wrote in the memo shared with media outlets.

Paramount’s internal teams and Warner Bros. have been diligently working to lay the groundwork for the two rival companies to integrate their operations. The rush had been on because Ellison wanted to close the deal this week — or at least by the end of September — to avoid a higher payout to Warner shareholders.

However, Paramount suspended such ambitions on Friday, agreeing to delay the merger until after a trial to litigate the merits of the antitrust case brought by Bonta and the other Democrats. Oregon, Washington, Colorado, Nevada, New Mexico, New Jersey and New York are among the states joining California in the fight.

The Writers Guild of America separately sued this month, alleging the merger would harm writers. Over the weekend, SAG-AFTRA announced that it supports the state attorneys general as they try to beat back the merger.

“Our members have every right to expect that the government will do thorough regulatory oversight when a deal of this magnitude takes place,” SAG-AFTRA President Sean Astin said in a statement.

“The workers in this industry should not have to rely on promises and aspirational statements,” he added. “This isn’t a conversation about shareholder value, it’s about the survival of the entertainment business in America.”

Teamsters already have spoken out against the deal.

Bonta and fellow attorneys general from Democrat-led states have argued the deal would violate the century-old Clayton Antitrust Act in three markets: wide-release theatrical films, potential blockbuster movies and cable television channel concentration.

U.S. District Judge Araceli Martínez-Olguín, who is overseeing the antitrust suit filed by Bonta two weeks ago, wrote in an order last week that the plaintiff states had presented “compelling evidence” that the proposed merger may violate U.S. antitrust law.

California Atty. Gen. Rob Bonta is leading an effort of 12 state attorneys general attempting to block Paramount Skydance’s $111-billion takeover of Warner Bros. Discovery.

(Genaro Molina / Los Angeles Times)

Paramount disputes that. The firm, controlled by the Larry Ellison family, has pointed to regulatory approvals it has already garnered, including from the U.S. Department of Justice, which found its acquisition of Warner Bros. Discovery would not harm competition.

The deal also won clearances from regulators representing 65 jurisdictions, including Australia, China, the European Commission, Germany, France, Spain and Canada. Paramount has pointed to those approvals as proof that the law is on its side.

In his memo, Ellison said delaying the deal until after a trial before Martínez-Olguín made sense.

“We believe this is the right path because the facts and the law are on our side, and a full hearing will demonstrate why the plaintiffs’ arguments should not prevail,” Ellison wrote.

Tech scion David Ellison for months projected confidence that his blockbuster Hollywood merger was on a glide path to completion.

His media company Paramount Skydance’s pitch early this year was that its proposed $111-billion acquisition of rival Warner Bros. Discovery could easily clear regulatory hurdles — unlike Netflix’s competing bid.

Ellison has heavyweights in his corner: his billionaire father Larry Ellison, co-founder of software giant Oracle, is bankrolling the deal, and President Trump is eager for the Ellison family to own CNN and other Warner assets, including HBO and the Burbank film and TV studios behind “Batman,” Harry Potter, Wile E. Coyote, and “The Pitt.”

“We could technically close [the deal] tomorrow,” Ellison told business new channel CNBC during a March interview. “There is nothing in this transaction that trips anything that would create cause for concern.”

But Paramount made a dramatic retreat Friday after two weeks of legal setbacks. The firm had been aiming to close the deal by September but agreed to table its takeover — perhaps until next spring — to allow a fiercer than expected challenge from California Atty. General Rob Bonta and 11 other Democrat state attorneys general to advance to trial before an Oakland-based federal judge.

The state prosecutors allege Paramount’s proposed merger with Warner Bros. violates a century-old antitrust law by giving the combined company too much heft in theatrical movie distribution and cable television.

The delay could saddle Paramount, the smallest of the major media companies, with substantial legal fees and hundreds of millions of dollars in added deal costs. In February, Paramount offered Warner investors a sweetener, so-called “ticking fees,” to win the auction.

Those fees, which begin accruing in October, will cost Paramount an extra $7 million a day — until the purchase is finalized. And if Paramount fails to close the merger, it would owe Warner Bros. Discovery a $7-billion breakup fee.

“Anyone who thinks they know how this deal ends should think again,” Forrester Research analyst Mike Proulx said in a statement. “This deal may still close or it may not. … The path to either outcome just got longer, messier, and likely more expensive.”

Paramount now must strengthen its case for a high-stakes trial while fortifying Paramount’s existing businesses and holding together a coalition of financiers, which includes the royal families of Saudi Arabia, Abu Dhabi and Qatar which jointly agreed to contribute $24 billion for equity stakes in the combined company.

Paramount reversed course after U.S. District Judge Araceli Martínez-Olguín dealt the company a blow on Monday when she temporarily blocked Paramount from finalizing the acquisition until mid-August. Looming was a key Aug. 3 hearing for the judge to determine whether the moratorium should be extended.

Paramount was concerned the judge would block the deal for the foreseeable future.

“They saw the writing on the wall,” Bonta said in an interview.

Columbia Law School business professor Eric Talley added: “This doesn’t constitute Paramount Skydance coming out and waving a big white flag — but it is a small white flag of surrender.”

Paramount, in a statement, said heading straight to trial would prove advantageous.

“This is the fastest and clearest way to prove that this transaction is good for competition, good for consumers, and good for creators,” Paramount said. “We look forward to proving our case at trial.”

Last week, the Writers Guild of America separately filed a lawsuit seeking to stop the merger, alleging that writers would encounter less work and lower pay should Paramount buy Warner Bros.

Now the merger won’t close until after a resolution in the litigation or by June 1, 2027, whichever date comes first.

“This is what we’ve been asking for from the start,” Bonta said. “We just wanted the court to have sufficient time to review our case without the threat of the companies merging.”

Ellison, through a Paramount spokesperson, declined an interview request.

The delay brings a different set of challenges, Talley said, including pushing the date of the takeover until after November’s pivotal mid-term elections when control of Congress might change hands.

“That itself could be disruptive,” Talley said. “Suppose we get a flip of the House of Representatives or the Senate, then we may see testimony in Congress.”

Prominent Democrats, including Sens. Cory Booker (D-N.J.), Elizabeth Warren (D-Mass.) and Adam Schiff (D-Burbank) have expressed alarm over the potential consolidation, which would shrink the number of legacy film studios and bring CNN in addition to CBS News under Ellison control.

Attempts to get Ellison to testify in Congress have fallen short. The Paramount chief declined an invitation to appear before the Senate Judiciary Subcommittee on Antitrust, Competition Policy and Consumer Rights in February, as well as a subsequent request from Booker to appear during an April spotlight hearing.

“To what extent was the rush to get the deal done related to the midterms, and what press coverage was going to look like in the upcoming election season?” Talley asked. “CNN is not a huge money-making asset but it is a prominent asset of Warner Brothers Discovery.”

On Friday night, Trump extolled his friendship with the Ellison family during the White House Correspondents Assn. dinner while also criticizing prominent CNN anchors.

David Ellison is “going to make, I think, fantastic changes and keep some of the great stuff going,” Trump said.

CBS News has been roiled since shortly after the Ellisons acquired Paramount in August, and installed Bari Weiss as editor in chief of CBS News. She has overseen a series of controversial moves, including shaking up the evening news and sacking several “60 Minutes” correspondents.

Paramount scored one victory: the European Commission gave its blessing for the merger to go forward in the European countries it represents. The company now has gained clearances from more than 60 jurisdictions, including from the U.S. Justice Department, which found the merger would likely boost competition — not harm it.

Now, Paramount’s biggest obstacle is winning the case against Bonta and the other state attorneys general.

The states plan to request a trial in 2027, after the two sides conduct months of discovery to prepare their cases.

“We want to take depositions of employees. We want to take depositions of customers and competitors in these marketplaces that are impacted [and] we want documents,” Bonta said.

“We want to depose their experts and probe and test their experts’ opinions,” he said. “That all takes time.”

Bonta and the other state attorneys sidestepped the political landscape in making their lawsuit arguments.

“This is just a straight-up meat-and-potatoes antitrust case,” Bonta said. “The main point here is that antitrust enforcement is important because monopolies that lessen competition hurt everyday people.

“Once we have a trial, we’re going to win,” Bonta said. “So we think and we hope there will never be a merger.”

The Writers Guild of America sued Paramount on Tuesday, alleging that the company’s planned $111-billion acquisition of Warner Bros. Discovery violates federal antitrust law.
The union said that with fewer competitors, the merged Paramount-Warner Bros. Discovery business would be able to lower costs by reducing writers’ wages and work.

“Writers will be paid less and have fewer employment opportunities,” the WGA said in its lawsuit.

The move comes a day after California Atty. Gen. Rob Bonta led a coalition of 12 Democratic state attorneys general who filed a federal lawsuit to block Paramount Skydance’s $111-billion merger with Warner Bros. Discovery.

Bonta has separately asked a judge in San Francisco for a temporary restraining order to hold up the deal while his case is pending in court.

“We feel we have a very strong case,” Bonta said Tuesday during a town hall meeting. “This proposed merger will raise prices. It will lower quality. It will reduce output. It will hurt the American people, and it’ll hurt the the economy and competition.”

The writers guild’s missive creates a second line of attack against tech scion David Ellison’s industry-reshaping deal.

Ellison’s proposed merger has been moving closer to the finish line after securing approvals from the U.S. Justice Department and numerous other foreign governments. President Trump, an ally of Ellison’s billionaire father Larry Ellison, favors the deal.

David Ellison wants to close the deal by September to avoid a higher payout to Warner Bros. Discovery shareholders.

A Paramount spokeswoman said the company is reviewing the lawsuit.

The proposed merger has sparked fears in Hollywood that it would bring thousands of job losses — similar to past consolidations, including Walt Disney Co.’s 2019 takeover of Fox entertainment properties.

“The Writers Guild of America will not stand idly by as Paramount attempts to violate our country’s antitrust laws and deepen the contraction entertainment workers already feel,” said Writers Guild of America East President Tom Fontana in a statement. “This proposed combined entity would be the largest employer of writers, with tremendous power to suppress our wages, eliminate opportunities for emerging writers, cut jobs across the industry, and produce less programming, affecting the range of storytelling. This merger is not inevitable and we are fighting to stop it.”

California Atty. Gen. Rob Bonta and 11 other Democratic state attorneys general filed a lawsuit Monday to block Paramount Skydance’s proposed $111-billion takeover of Warner Bros. Discovery — a last-ditch effort to derail a deal that would transform Hollywood.

Tech scion David Ellison’s proposed merger has been hurtling toward the finish line after securing approvals from the U.S. Justice Department and numerous foreign governments. President Trump, an ally of Ellison’s billionaire father Larry Ellison, favors the deal. He is eager for a big shakeup at CNN, which is currently controlled by Warner Bros.

David Ellison now faces his biggest challenge yet as he attempts to build a new entertainment behemoth.

A Paramount representative did not immediately comment.

The suit, filed in federal court in San Francisco, alleges that the proposed merger would violate the U.S. Clayton Act, a century-old antitrust law to prevent mergers that weaken competition and increase costs for consumers.

“Consolidation here not only leads to higher prices — it also leads to fewer opportunities for important stories to come to life, and fewer ways for audiences to encounter stories, ideas, and perspectives beyond their own experiences,” Bonta said in a statement.

“California and our sister states are fighting for free and fair markets, not rigged markets,” he said.

California and the 11 other states, including New York, New Jersey, Washington and Colorado, allege the merger would devastate the theatrical film business by combining two historic film studio rivals. The Ellison family would control such storied franchises as Harry Potter, Bugs Bunny, Batman, “Top Gun” and “Game of Thrones.”

The proposed purchase also would unite two prominent news organizations — CNN and CBS News.

The states have asked Paramount to delay the closing of its Warner Bros. takeover until the litigation can be resolved.

If Paramount refuses, Bonta said the coalition would seek a temporary restraining order asking a judge to hold up the merger, a move that would cause costly delays and escalate legal expenses for Paramount in their quest to finalize the deal.

Larry Ellison, co-founder of software giant Oracle, is bankrolling his son’s ambitions to acquire a second major entertainment company in less than a year. The Ellison family acquired control of CBS-owner Paramount in August and, at the time, David Ellison touted the move of Paramount’s headquarters from New York’s Times Square to Hollywood.

Now, Paramount is reportedly threatening to leave California in the face of Bonta’s legal action.

If the merger goes through, Paramount would own four streaming services, including Warner’s HBO Max and the dominant U.S. cable TV channel owner with HBO, TBS, HGTV, Animal Planet, Food Network, Comedy Central and Nickelodeon.

The U.S. Justice Department last month approved the merger, saying the combination would likely bolster competition — not harm it. The agency’s decision had been expected because of Larry Ellison’s strong support of Trump.

In a show of confidence earlier this year, the Ellisons agreed to increase the payout to Warner investors should the regulatory approval process drag on. Those extra 25-cent-per-share payments begin with the October-December quarter, and would add more than $650 million in deal costs each quarter — giving David Ellison an increased incentive to quickly close the deal.

The proposed merger has sparked fears in Hollywood that it will bring thousands of job losses — similar to past consolidations, including Walt Disney Co.’s 2019 takeover of Fox entertainment properties.

Some theater owners, hard hit by the pandemic and production slowdowns, have expressed concerns the merger would lead to fewer films being made.

The new colossus would significantly dampen competition, Bonta and the other Democrat prosecutors argue. They pointed to the wide-release movie film distribution business, where Warner Bros. and Paramount control about 27% of the market.

After the merger just four companies — Paramount-Warner, Disney, NBCUniversal and Sony Pictures — would control 86% of the films that were widely released, Bonta said.

Paramount has said the deal will boost competition — not hamper it. Ellison has promised to continue releasing 30 films a year with a combined Warner Bros.-Paramount studio, roughly the current output of the two studios.

Ellison also vowed to protect the HBO brand.

Another concern is the licensing of basic cable TV channels, including CNN and HGTV, to pay-TV providers such as Charter’s Spectrum, DirecTV and Google’s YouTube TV. Warner Bros. is the second largest cable channel owner and Paramount is the third largest. Together their channels would represent about 27% of the market.

The typical threshold for antitrust concerns is at least 30% marketshare.

More than 5,000 entertainment industry workers, including Jane Fonda, Ben Stiller, Bryan Cranston, Javier Bardem, Lin-Manuel Miranda and Mark Ruffalo, signed an open letter calling on Bonta to block the merger.

Some have expressed concerns about marrying CNN and CBS News following months of turmoil at CBS News since David Ellison hired journalist Bari Weiss as CBS News editor in chief. Last month, Weiss orchestrated a dramatic shakeup at the iconic “60 Minutes” news program, with top executives and three well-known correspondents tossed out.

The Ellison family recently shed its movie theater chain, which it picked up as part of the Paramount acquisition, to clear the way for the Warner deal.

California Atty. Gen. Rob Bonta is leading an effort by state attorneys general to block Paramount’s proposed takeover of Warner Bros. Discovery.

(Paul Kuroda/For The Times)

The deal also faces opposition outside the U.S.
. The British culture minister in late June said she was weighing whether to intervene in the deal due to concerns about maintaining a competitive media market. Britain’s Competition and Markets Authority also has opened an investigation into Paramount’s proposed merger.

In April, a federal judge in Sacramento granted a request from Bonta and seven other attorneys general for a preliminary injunction, which freezes the merger of Nexstar Media Group, which owns KTLA-TV Channel 5, and Tegna. The deal was designed to create the nation’s largest TV outlet group .

A larger group of state attorneys general also won a New York jury verdict against Live Nation Entertainment and its subsidiary Ticketmaster. Jurors found that Live Nation had illegally monopolized the live concert industry.

Bonta also has an ongoing case against Amazon for price fixing, which the company denies.

Still, legal experts say the states may face an uphill climb to detrail the Paramount-Warner Bros. merger because the arrival of Netflix, Amazon and Apple dramatically shifted the landscape.

The tech giants, which introduced consumer-friendly streaming options, have lessened the influence of traditional companies like Paramount and Warner Bros.

Paramount’s deal would mark the third time Warner has changed hands in the last decade.

AT&T bought the company in 2018 and then sold it to the smaller Discovery four years later. That deal left Warner Bros. burdened by debt, leading to deep cost cuts and setting the stage for the Ellison takeover.

A former top officer of the Los Angeles Fire Department’s labor union was arrested Wednesday and charged with grand theft and forgery for allegedly stealing more than $82,000 from a charity for injured firefighters.

Prosecutors from the state attorney general’s office announced the charges against Adam Walker, former secretary of the United Firefighters of Los Angeles City, at a news conference.

Walker “abused a position of trust for personal gain,” Atty. Gen. Rob Bonta said alongside Los Angeles County Dist. Atty. Nathan Hochman.

Walker opened a foundation bank account and transferred funds to his personal accounts, Bonta said, attempting to conceal those transfers with fake reimbursement records and forging receipts to mislead auditors. He used the funds for personal expenses, including online gambling, Bonta said.

Walker has been under scrutiny since 2024, when the local union’s parent organization, the International Assn. of Fire Fighters, suspended him from his union position and accused him of improperly depositing more than $75,000 of the charity’s funds into his personal accounts from December 2022 to January 2024. The IAFF accused him of using $5,000 for personal expenses.

Walker, who continued to work as a firefighter, told The Times last year that those allegations were false. He said the account he drew from was not for the charity, the UFLAC Fire Foundation, but was set up for two golf tournaments to raise money for a disabled former firefighter. He said all of the deposits were reimbursements for his legitimate out-of-pocket expenses for the tournaments.

“Not one penny of the money was foundation money,” he said. He said he understood that the deposits “look bad” but were a reflection of his “poor bookkeeping” and not any wrongdoing.

The Washington D.C.-based IAFF also suspended Walker from his positions as chairman and director of the foundation, which aids injured firefighters and their families, provides scholarships and is helping firefighters who lost their homes in the January fires.

Is Paramount making a Tony Soprano move?

David Ellison’s media company appears to be girding for a big battle with California Atty. Gen. Rob Bonta and fellow state attorneys general who may team up to file a lawsuit aiming to block Paramount’s proposed $111-billion takeover of Warner Bros. Discovery.

Last week, Paramount hired powerhouse antitrust attorney Jeffrey Kessler to help defend its proposed takeover of Warner, which owns CNN, TBS, HBO and the prestigious Burbank film and television studios.

Kessler — co-executive chairman of Winston & Strawn in New York — is one of the nation’s top antitrust lawyers. He most recently led the state attorneys’ case against concert promoter and ticketing firm Live Nation, resulting in a monumental win for the states, including California.

Now Kessler may be on the opposite side, potentially going after the government to help Paramount build a behemoth that would include CNN and CBS News, two historic film studios and four streaming services.

The states have not indicated whether they plan to go to court to block Paramount’s takeover of Warner, but Bonta has said Ellison’s proposed consolidation, which is widely expected to lead to layoffs, is problematic.

Paramount declined Tuesday to discuss Kessler’s remit. Kessler was not immediately available for comment.

Hiring an attorney who is more commonly aligned against big companies prompted at least one observer to postulate that Paramount could be angling to remove a big name from the legal chessboard to prevent him from joining the other side, in the vein of TV mob boss Tony Soprano.

During the HBO show’s fifth season, Soprano spent months consulting with top divorce attorneys, creating a potential conflict of interest that prevented those lawyers from representing his wife Carmela in the dispute.

Attorney Jeffrey Kessler arrives at federal court in Oakland in a file photo.

(Noah Berger/Associated Press)

Kessler also knows the ins and outs of a courtroom as well as antitrust settlements, which could benefit Paramount as it seeks to avoid a bruising court challenge.

More than 5,000 artists and other entertainment industry workers already have signed an open letter that urges Bonta to take action to upend the Paramount and Warner Bros. deal.

Ellison and his team have vowed to make $6 billion in cuts following the merger. The combined company would have to contend with $79 billion in deal debt.

Adding Kessler comes as state attorneys general have been taking a more aggressive role in waging anti-trust fights. Many believe the U.S. Justice Department has been sitting on the sidelines to allow deals favored by President Trump to sail through their legally mandated regulatory reviews.

Trump favors Paramount’s takeover of CNN and other Warner properties.

Paramount Chief Legal Officer Makan Delrahim has made several savvy tactical moves since joining Ellison’s Melrose Avenue firm last fall.

Delrahim, who was Trump’s antitrust chief during his first term, filed paperwork to win the U.S. Justice Department’s blessing in December — soon after Netflix had clinched the bidding war for Warner Bros.

Netflix ultimately bowed out of the auction in late February. And Delrahim’s move gave Ellison’s Paramount a head start in the regulatory approval process.

The company is waiting for confirmation that the Justice Department will consent to its Warner Bros. purchase. It is separately responding to issues raised by regulators in Europe.

It’s not clear when Bonta or his fellow attorneys general might decide whether to bring a case against Paramount, although the deadline is approaching because Ellison wants to get his deal wrapped up by September.

Attorneys general also could opt for negotiating a settlement agreement with Paramount, which might be willing to bend to concessions to get the deal approved.

Bonta is leading a challenge against another big merger — TV station owner Nexstar Media Group’s $6.2-billion purchase of rival company Tegna Inc. Nexstar owns KTLA-TV Channel 5 in Los Angeles and more than 100 other stations.

Nexstar initially argued that Bonta’s action came too late — after Nexstar had gained its federal approvals for the deal. Nexstar also was in the process of consolidating Tegna’s operations and top Tegna executives had cashed out.

The move backfired on Nexstar as a federal judge in Northern California issued a preliminary injunction, ordering Nexstar to halt the Tegna consolidation.

U.S. District Judge Troy Nunley ruled Tegna must be managed as a separate company pending the outcome of a trial.

On Tuesday, Tegna announced that it hired a former Fox TV station executive, Patrick Paolini, as its chief executive. Beginning next week, Paolini will be responsible for “Tegna’s daily operations, revenue-generating business strategies, local journalism and production, and growth initiatives,” according to a corporate statement.

Paolini will report to Tegna’s board — not Nexstar.

California and a coalition of other Democratic-led states are suing the Trump administration over new limits on federal borrowing by aspiring nurses, physician’s assistants, therapists, social workers, mental health practitioners and other healthcare workers, arguing the changes will further reduce a struggling but vital workforce.

“This case is about protecting access to education, protecting our healthcare workforce, and protecting patients who rely on these providers every single day,” California Atty. Gen. Rob Bonta said during a virtual news conference Tuesday. “The Trump administration is going out of its way to make it harder and more expensive for students to pursue the advanced degrees necessary to serve their communities and pursue meaningful careers that allow them to support themselves and their families.”

Bonta said the new limits on loans sought by nursing and other healthcare students — which the U.S. Department of Education initiated in response to Republicans passing broader student loan caps as part of last year’s One Big Beautiful Bill Act — was an illegal overreach by the agency that was “deeply shortsighted” and went beyond the scope of the legislation.

“Congress can act,” he said. “But what the Department of Education can’t do is — contrary to law and in an arbitrary and capricious way and in violation of the Administrative Procedure Act — redefine what a professional student is.”

In response to the litigation, Trump administration officials defended the new rules, saying they will help student borrowers in the long run by driving down schooling costs at universities nationwide and preventing them from taking on too much debt.

“After decades of unchecked student loan borrowing that gave schools no reason to control costs, these commonsense loan caps — created by Congress — are already incentivizing colleges and universities to lower tuition,” Under Secretary of Education Nicholas Kent said in a statement to The Times.

Kent said Bonta and his fellow Democratic litigants “are more concerned about institutions’ bottom-line [than] American students and families’ ability to access affordable postsecondary education.” As one example of institutions responding to loan caps by lowering costs, Kent pointed to UC Irvine reducing the costs of its master’s in business programs by up to 38% to keep them below a federal loan cap for such programs.

The One Big Beautiful Bill, passed by Congress in July 2025, placed new limits on student loans, which could previously be sought for the full cost of such degrees. Starting this July, applicants categorized as “graduate students” will be capped at borrowing $20,500 per year and $100,000 in total, while applicants categorized as “professional students” will be allowed to borrow up to $50,000 annually and $200,000 in total.

On May 1, the U.S. Department of Education issued a new rule defining the “professional student” category as including those pursuing degrees to become doctors, pharmacists, dentists, veterinarians, lawyers, various medical specialists, pastors and other religious academics, and excluding those pursuing nursing and other advanced healthcare degrees.

In announcing the change, Kent said it would “simplify our complex student loan repayment system and better align higher education with workforce needs,” “drive a sea change in higher education by holding universities accountable for outcomes and putting significant downward pressure on the cost of tuition,” and “benefit borrowers who will no longer be pushed into insurmountable debt to finance degrees that do not pay off.”

Others fiercely disagreed, including healthcare industry leaders who also had objected to the rule change during a public comment period. Some said the changes would simply increase student reliance on less favorable, private-sector loans.

The American Assn. of Colleges of Nursing, in a statement, said it and its members were “angered by the Department of Education’s failure to support the nursing profession as the demand for patient care services rises.”

Nearly 150 members of Congress — including more than a dozen Republicans — wrote a letter the day after the rule was promulgated expressing “disappointment” over the exclusion of post-baccalaureate nursing degrees.

“At a time when our nation is facing a health care shortage, especially in primary care, now is not the time to cut off the student pipeline to these programs,” the lawmakers argued.

Rachel Zaentz, a spokesperson for the University of California, which is not party to the lawsuit but operates a vast network of public health programs, said in a statement Tuesday that UC “strongly opposed” the administration’s new caps on federal loans for nurses and other health professionals, which she said “will be felt most strongly by lower-income graduate students.”

“UC will continue to do all we can to ensure that cost is not a barrier for anyone who wants to pursue higher education, and we will continue to advocate with our federal partners for the programs and policies that make this possible,” Zaentz said.

Bonta rejected the administration’s argument that the new caps would help students pursuing a dream of a medical career avoid taking on too much debt — calling it “tone deaf.” He said those students are already “struggling with all costs right now” thanks to the Trump administration’s tariffs, war in Iran and lax approach to regulating monopolies and other big business.

He also rejected the idea that the new loan caps would force institutions to reduce costs for students, calling that “wishful thinking.”

The lawsuit is the 68th filed by Bonta’s office against the second Trump administration. Joining Bonta in the lawsuit — which was filed in the U.S. District Court in Maryland — were the attorneys general of Arizona, Colorado, Connecticut, Delaware, the District of Columbia, Hawaii, Illinois, Maine, Maryland, Massachusetts, Michigan, Minnesota, Nevada, New Jersey, New Mexico, New York, North Carolina, Oregon, Rhode Island, Vermont, Virginia, Washington and Wisconsin, as well as the governors of Kentucky and Pennsylvania.

Times staff writer Jaweed Kaleem contributed to this report.