david ellison

It will take someone better versed in finance, corporate law, family psychology and, perhaps, the impact of great wealth on brain chemistry than I to analyze the recent actions of Paramount Skydance Chief Executive David Ellison.

To a cultural journalist, however, it seems like he continues to make himself the best argument yet for opposing his company’s proposed acquisition of Warner Bros. Discovery.

Mere days after taking to the media to insist that he is a misunderstood film buff who just wants to save Hollywood, he threatened to help destroy it.

If California Atty. Gen. Rob Bonta and state attorneys general from 11 other states, including New York, New Jersey, Washington and Colorado, refuse to negotiate a settlement of their antitrust lawsuit, Ellison said he will yank Paramount Studios, and potentially Warner Bros., out of California.

Um, OK, Ultron.

So that’s how Ellison wants to prove that he will be a steward of the flailing entertainment industry — by threatening to rip out a big part of its still-beating heart and implant it in Texas or Tennessee?

Will he be taking the Hollywood sign as well, to stick atop the Grand Ole Opry or, better yet, the Alamo?

Not only does this grant Bonta VIP access to the moral highground, it all but negates Ellison’s recent New York Times guest essay. Especially the part in which he wrote: “The states claim this deal will give one company too much influence over theatrical releases and cable operators, while the W.G.A. argues that our combined market power will hurt writers.”

If one man can decide, in a fit of pique, to scoop up a huge portion of the entertainment industry and float it thousands of miles away, I’d say that’s a decent argument for “too much influence.”

Also, good luck with the landing. Texas and Tennessee are both fine states with vibrant cities, undeniable corporate incentives and lower costs of living, but their draconian abortion laws and restrictive LGBTQ+ legislation may give many in the entertainment industry pause.

Still, according to Ellison, it’s Bonta and his gang who are trying to make things political, not him; in his essay, Ellison claimed that the suit is mostly about preventing his ownership of CNN, despite his insistence that (the hiring of Bari Weiss to oversee CBS News to the contrary) the news network would remain autonomous.

As a journalist, I would love to believe that Bonta and the other attorneys general are simply going to bat for the Fourth Estate; with President Trump openly longing for the day when Ellison controls CNN, it is no doubt a concern. But as Ellison seems intent on personally underscoring, the bigger issue is how to prevent a dwindling number of individuals from controlling enormous portions of an industry that not only employs millions, but also plays a vital role in shaping the nature of art and culture in this country and the world.

(Never mind the queasy fact that Ellison is being bankrolled by his billionaire father Larry, who is putting many, if not all, of his eggs in the AI basket, to the detriment of his employees.)

Shaping art and culture is, of course, precisely why Ellison wants to buy Warner Bros. Discovery, almost literally at all costs. When he first lost the bid for Warner Bros. to Netflix, he (and his dad) responded by offering enough money (including a $7-billion payout should the deal not clear antitrust regulation) to make Ted Sarandos blink. Money has always been a ladder to power and influence in this country, and the widening wealth gap, not to mention the current administration, has turned the ladder into a rocket ship. (See please Elon Musk.)

Ellison has continually stressed his love of cinematic storytelling. Under the proposed Paramount Warner, he promises to produce 30 theatrical films and 170 television series a year and create more work for everyone.

That would be lovely (if fiscally difficult) to believe. If only he hadn’t just tried to hold the state that gave birth to cinematic storytelling hostage by threatening to kidnap one of its kids.

As negotiating tactics go, it certainly undermines whatever public approval he hoped to gain with his “I’m just a guy, standing in front of the movie biz asking it to love me” bit.

Change is coming for Paramount Studios — the lot on Melrose Avenue — either way. If Paramount Skydance acquires Warner Bros., production will likely shift to the Warner Bros. lot, with Paramount leased or sold.

Now, it seems, Ellison is willing to have a fire sale — he’ll certainly need to raise a bunch of cash if he’s going to quickly flee to redder pastures. As for the thousands of local workers who depend on Paramount production to make a living, well, Ellison and his executives may be able to afford to relocate or (more probably) commute out of state, but most of the people who actually make movies and television cannot.

Business, of course, is business and it has become financially and politically fashionable to desert California to avoid whatever local law, regulation or tax you now find unfair. Tech mavens, including Musk, have ditched California for the Lone Star State. Ellison’s father recently took Oracle out of Redwood City, first to Austin, Texas, then to Nashville, workers be damned.

But Ellison taking Paramount and potentially Warner Bros. out of Los Angeles isn’t about business. It’s pure politics, of the savage, oligarchical variety.

Given the stakes, it’s difficult to imagine that some sort of deal won’t be struck that allows the sale to go through. But Ellison isn’t saving the entertainment industry, he’s leveraging it.

And if he has to spit in Hollywood’s face to save his own, well, apparently that’s fine too.

In less than a month, Paramount Skydance Chief Executive David Ellison has exhibited a dizzying range of emotions as the goal line for the coveted $111-billion Warner Bros. Discovery deal has moved farther away.

The tech scion initially exuded confidence that Hollywood’s biggest merger in decades was on a fast track to completion by September. Ellison and others downplayed efforts by California Atty. Gen. Rob Bonta to challenge the acquisition — until Bonta and 11 other Democratic state attorneys general gained momentum in their antitrust lawsuit, which now threatens to derail Paramount’s Warner Bros. deal or, at least, make it significantly more expensive.

Ellison and his executives have vacillated from anger to acceptance. Last week, Ellison attempted a high-profile reputation reboot, extolling his love for movies and blaming politics for opposition to the deal.

The mogul has told investors the company is willing to negotiate a settlement with Bonta in hopes of completing the massive merger as soon as possible.

But Ellison also is making contingency plans to shift Paramount’s historic home base from Melrose Avenue to Tennessee — or perhaps Texas — as early as this fall.

Paramount’s board has approved Ellison’s relocation plans, according to people familiar with the situation who were not authorized to speak publicly. Ellison shared the concept with his executive leadership team in a meeting last Wednesday but said his preference was to remain in California, these people said.

The proposal includes potentially selling the 65-acre Paramount lot in Hollywood — as well as the larger Warner Bros. campus in Burbank, should Paramount prevail in the merger battle. Such sales would generate revenue to help pay merger costs, one of the knowledgeable sources said.

Paramount’s sudden relocation plan has further rattled Hollywood, which already is reeling from thousands of job losses in recent years.

Bonta, in a statement Tuesday, blasted Paramount’s latest strategy, calling it “another attempt to blackmail the state into letting an illegal deal through.”

“Paramount has lost the plot as it continues to lose in court,” Bonta said. “My office remains committed to stopping illegal consolidation and protecting a vibrant California economy for businesses that play by the rules.”

Behind Paramount’s pivot is a desperate scramble to bolster its legal case and muster funds to help finance a deal Warner shareholders approved in April.

Paramount offered to pay Warner investors $31 a share as well as so-called “ticking fees” of 25 cents per share for every quarter after Sept. 30 until the transaction closes.

That sweetener was intended as a show of confidence that Paramount’s deal would sail through its regulatory reviews, unlike a Netflix acquisition that faced more regulatory scrutiny. Netflix subsequently dropped its bid.

Paramount was banking on the swift approval of the U.S. Department of Justice, which arrived in June. President Trump is friendly with the Ellison family, and he has been eager for a shakeup at CNN, one of Warner’s properties.

“Ellison thought he had an ace in the hole with Trump [and] the DOJ, but it backfired on him because the clearance was so obviously rubber-stamping,” London-based media analyst Alice Enders said. “Now, the issues have resurfaced and it’s a costly potential delay.”

The ticking fees could add $7 million a day — or $650 million a quarter — to the $81 billion that Paramount had already anticipated paying Warner shareholders. (Paramount also agreed to absorb about $30 billion of Warner Bros. debt left over from last merger, in 2022.)

Ellison has repeatedly defended his proposed purchase, saying the tie-up does not threaten competition because Hollywood has been transformed by Netflix and other deep-pocketed tech giants.

Already, Paramount has received clearances from 65 foreign regulators, including Britain and the European Commission.

To accelerate California approvals, Paramount requested a November trial date for Bonta’s suit. Instead, U.S. District Judge Araceli Martínez-Olguín scheduled a March 2 trial — dealing another blow to Paramount.

Ticking fees alone could add $2.1 billion to the cost of buying Warner Bros. In addition, Paramount said that delaying the transaction until next spring will add $190 million in bridge loan financing costs.

Paramount disclosed that it had $1.6 billion in cash on hand and a revolving loan of $3.2 billion available for its use.

If the deal fails to close by June 4, Paramount would have to pay Warner Bros. a $7-billion breakup fee. That’s when Warner’s board could pull the plug on the Paramount deal.

Puck News first reported Ellison’s latest plan to quickly move Paramount’s operations as soon as October.

“This is a plan — not a threat,” said a person who was in the room when Ellison discussed his plans but who was not authorized to comment.

The relocation campaign echoes a tactic employed by software giant Oracle Corp., co-founded by Ellison’s billionaire father, Larry Ellison.

Oracle was based in Redwood City for three decades, but in late 2020, the company moved its headquarters to Austin, Texas, joining other California tech firms leaving in protest of the state’s high taxes and steep cost of living.

Then, two years ago, the elder Ellison announced that Nashville would host Oracle’s new headquarters. At the time, Oracle saw that state’s healthcare industry as a promising growth business. Oracle since has bet heavily on artificial intelligence.

In contrast, it would be difficult for Paramount to pack up its operations because it depends on producers, directors, writers and stars to make its TV shows and movies. The two studio lots also boast dozens of soundstages; century-old fortresses that would not be easily duplicated. And many Paramount executives are not eager to leave Los Angeles.

Some observers questioned Paramount’s willingness to carry out a move, which surfaced a week after David Ellison’s guest essay in the New York Times, which described his love of Hollywood and movies ever since he was a boy.

Ellison believes the proposed Warner merger is the best way to save Hollywood, saying the combination of two storied studios would strengthen not harm the film industry.

“One moment he’s promising to reinvigorate theatrical releases. The next he’s talking about uprooting two historic companies and moving them 2,000 miles away in order to avoid a lawsuit,” said Gabriel Kahn, journalism professor at USC Annenberg School for Communication.

Paramount’s corporate headquarters are in New York but after the Ellison family’s acquisition last year, the center of gravity shifted west. Ellison and other top executives live in Los Angeles.

Another corporate move wouldn’t disrupt Bonta’s lawsuit, experts say.

Instead, they suggested Paramount’s flurry of recent activities — including winning the support of two large theater chains, AMC and Regal, with promises of a robust movie pipeline post-merger — appeared to be part of a public relations and pressure campaign.

“They lost a lot of leverage now that the trial is set for March,” said Abiel Garcia, a former prosecutor and partner at the Manhattan Beach firm Kesselman Brantly Stockinger.

“And when you don’t have leverage in court, you go the political route,” he said, adding that Paramount seems to be angling for Gov. Gavin Newsom to join the fight.

Newsom, who has presidential ambitions, has been sensitive to the flight of companies from California. However, he has avoided picking a side in the messy merger squabble.

What’s more, the governor lacks authority to intervene in the lawsuit brought by Bonta and 11 other state attorneys general.

“All I know is that if I was governor, I wouldn’t want to lose Hollywood from this state, I wouldn’t want to lose a major company like Paramount to another state,” Paramount Chief Legal Officer Makan Delrahim said late Tuesday at a Politico Live conference in Sacramento. He had been asked about the stances of Newsom and his potential successor, Xavier Becerra, the Democratic gubernatorial nominee.

“I hope it settles before court,” Becerra said at the conference. “It is easier to stand in a conference room and settle than it is to stand in a courtroom.”

Delaying the trial until March has been “devastating,” Delrahim said, adding that Paramount proposed settlement terms on May 19 — but the state attorneys general instead moved forward with their suit.

“It’s costing jobs. It’s costing a lot of uncertainty for a lot of our employees, for Warner Bros. employees,” Delrahim said.

Still, Garcia and others expressed doubts about Paramount’s full-court press.

“It just feels a little over the top. It feels like a PR blitz,” Garcia said. “It suggests to me that they think their case is weaker than I even thought.”

Paramount Chairman David Ellison believes the tug-of-war over his proposed $111-billion purchase of Warner Bros. Discovery comes down to a single question: whether he can be trusted to control CNN.

“I believe this fight is not really about market share,” Ellison wrote in a Tuesday op-ed in the New York Times, noting that regulators around the world, including the U.S. Justice Department, have approved the deal that has been temporarily blocked by an antitrust lawsuit brought by California Atty. Gen. Rob Bonta and his coalition of Democrat state attorneys general.

“I believe a plainer worry sits beneath the briefs and the news releases … The issue is whether I can be trusted as a steward of Warner’s CNN,” Ellison wrote.

The rare opinion piece serves as Ellison’s acknowledgment that his family’s close association with President Trump has sullied his standing in Hollywood and beyond.

Shakeups at CBS News, which is part of Paramount, the departure of CBS late night host Stephen Colbert, and a visible presidential lobbying effort — including hosting a dinner for Trump in Washington in late April and attending Trump’s birthday extravaganza in June with UFC fights on the White House lawn — have come with a cost.

More than 5,000 entertainment industry workers, including such high-profile stars as Jane Fonda, Ben Stiller, Bryan Cranston and Mark Ruffalo, signed an open letter early this year, calling on Bonta to try to block the merger.

Bonta and the other state attorneys general sued, saying the merger of two of the major film studios would give Paramount-Warner Bros. more than 25% of the wide-release theatrical film market. Their lawsuit also alleged the combined company would own too many cable TV channels — more than 50, including CNN, TBS, HGTV and Comedy Central.

Many in Hollywood fear that the consolidation of two historic studios will bring thousands of layoffs and contribute to a bleaker employment picture. Ellison’s Skydance Media’s takeover of Paramount a year ago resulted in the loss of 2,000 jobs.

Some have opposed the Warner Bros. deal, saying one family shouldn’t be allowed to control two significant news operations: CBS News and CNN, which is owned by Warner Bros. Discovery.

“There has been speculation about my politics, my loyalties, my intentions,” Ellison wrote.

“Unfortunately, I can’t give anyone a view into my heart and mind, but I can share this: I have regularly voted for candidates of both parties; I hold some views that would be called conservative and others that would be called liberal, just like most Americans,” Ellison said. “And when it comes to our news operations, I do not aspire to lead these companies to bend their newsrooms to my views. I believe that news should be based on facts and truth.”

“Great news organizations like CNN and CBS News are here to tell it straight down the middle,” he said. “That requires newsrooms that reflect the whole world, not one side of it. And it requires independence. Our journalists will continue to answer to the facts and to all the people they serve — not to any party or cause.”

“These were founding principles for both CNN and CBS News, for legends like Ted Turner and Edward R. Murrow, and it is exactly that kind of independence that has always fueled the greatness of “60 Minutes,” Ellison wrote.

Fired “60 Minutes” correspondents, including Cecilia Vega, have complained that since Bari Weiss became editor-in-chief of CBS News last fall, journalists have been asked to tilt the presentation of controversial news events, including protests to Immigration and Customs Enforcement actions earlier this year in Minnesota, which led to the deaths of two Americans.

Paramount has pushed back saying the plaintiff states have defined markets that fail to factor in the rise of technology companies, including Netflix, Google’s YouTube and Amazon Studios, which also attract significant swaths of viewership.

The Writers Guild of America has separately sued to block the merger, saying the deal would lead to less opportunities and lower pay for writers struggling to stay in the industry.

U.S. District Judge Araceli Martínez-Olguín, who is overseeing the high-profile case, issued a temporary restraining order to block the merger from finalizing while the two sides hash out the evidence. Late last month, Paramount agreed to delay the merger until after a trial — or until June 1, whichever date comes first.

In court documents filed Friday, Bonta and his coalition of 11 other Democratic attorneys general proposed having a two- to three-week trial in April to weigh the evidence.

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

Now the judge must schedule the court date.

“The states claim this deal will give one company too much influence over theatrical releases and cable operators, while the W.G.A. argues that our combined market power will hurt writers,” Ellison said in the opinion piece. “Both suits imagine a Hollywood that no longer exists — an industry ruled by a handful of legacy studios.”

Britain’s culture minister may challenge Paramount Skydance’s takeover of Warner Bros. Discovery — presenting a potential speed bump to David Ellison’s plan to wrap up his $111-billion deal by September.

Earlier this month, Paramount secured the U.S. Justice Department’s blessing to buy the Warner assets, which include CNN, HBO, Cartoon Network, Animal Planet and the Warner Bros. film and TV studios in Burbank.

Paramount also must win the approval of British and European regulators, who are known for drilling deeply into media matters because of their influence on society.

Britain’s Competition and Markets Authority took a preliminary step this month by opening an investigation into Ellison’s proposed merger.

On Tuesday, Lisa Nandy, Britain’s secretary of state for culture, media and sport, notified Parliament that she was inclined to intervene in the blockbuster deal.

In a written statement, Nandy cited her ability to weigh in on “public interest grounds,” due to concerns about maintaining a competitive media market in Britain.

“The UK’s move to intervene in the Paramount–WBD deal confirms what we’ve been saying for months. The real regulatory risk was never in the US — it’s in Europe,” Forrester VP Research Director Mike Proulx said Tuesday in a statement.

While Nandy cautioned she has not made “a final decision on intervention at this stage,” she has invited Paramount and Warner Bros. to respond to her concerns by Monday.

Lisa Nandy, Britain’s secretary of state for culture, media and sport, has said she may intervene in the deal on “public interest grounds.”

(Alishia Abodunde / Getty Images)

Paramount did not offer immediate comment.

The company owns CBS News, children’s channel Nickelodeon and Channel 5, one of the largest over-the-air television broadcasters in the United Kingdom.

Warner Bros. Discovery owns CNN, Cartoon Network and TNT Sports, which broadcasts the Olympics, Champions League and Premier League soccer matches.

“I am conscious that the proposed acquisition is global in nature,” Nandy wrote in her statement. “In reaching this decision, my focus has been, and will remain, on the UK public interest and the range of services available to UK audiences, including Channel 5, TNT Sports, Cartoon Network, Nickelodeon, and CNN International, as well as Paramount+ and HBO Max.”

If Nandy decides to intervene, the Office of Communications, known as Ofcom, would launch an assessment of the deal. Britain’s Competition and Markets Authority also would determine how the merger might reshape the competitive landscape.

Teams from the two companies have been huddling for months to plan for the melding of the two operations as soon as Paramount receives all of its regulatory approvals.

Australia, New Zealand, China, Saudi Arabia, Ukraine, Serbia, France and Italy have already given their approvals to the deal.

Saudi Arabia’s Public Investment Fund is planning to contribute $10 billion to help the billionaire Ellison family pull off the merger, which would make the Saudi royal family a significant, although passive, equity owner. In addition, the royal families of Qatar and Abu Dhabi have agreed to each contribute $7 billion in equity financing.

The Federal Communications Commission must evaluate the foreign ownership stakes due to Paramount’s holding of CBS broadcast licenses. U.S. antitrust regulators already have concluded the combination would not violate federal anticompetition laws.

Approval had been expected because President Trump — who has friendly ties with Ellison and his father, tech billionaire Larry Ellison — favors the deal.

Trump has been eager for changes at CNN.

The U.S. government stopped short of asking Paramount to make concessions or divestitures. Many expect that Paramount may have to reconfigure its children’s television holdings abroad due to the proposed combination of two large players — Nickelodeon and Cartoon Network.

Nandy suggested that Britain also should scrutinize the impact of combining two major streaming services, HBO Max, a Warner property, with Paramount+.

HBO programming, including “Game of Thrones,” “Boardwalk Empire” and “Succession,” has long been popular in Britain.

A coalition of state attorneys general, led by California‘s Rob Bonta, also is expected to challenge the deal, in part, due to concerns about news media consolidation. Bonta’s office has said the matter remains under review.

Opposition to the deal has been building in the U.S. for months. A group of Hollywood activists — led by actors Jane Fonda and Mark Ruffalo — have spearheaded a “block the merger” campaign that now has support from more than 5,000 entertainment workers.

The group’s open letter calls on Bonta to take action to thwart the Ellison expansion effort. Paramount’s Chief Legal Officer Makan Delrahim has blasted the campaign, calling it “fear-mongering” and a partisan distortion of antitrust law.

Forrester’s Proulx noted differences in attitudes toward the deal among the various constituencies.

“For U.S. consumers, this merger has become a proxy fight about political influence and control of media,” Proulx said. “In the UK, it’s being treated as a structural competition issue where regulators, not consumers, will decide how this deal plays out and how long it takes.”

The U.S. Justice Department has cleared the way for Paramount Skydance’s $111-billion purchase of Warner Bros. Discovery — a major milestone that moves David Ellison closer to his goal.

After a months-long review, Justice Department antitrust regulators on Friday concluded the combination would not violate federal anticompetition laws. Approval had been expected because President Trump — who has friendly ties with Ellison and his father, tech billionaire Larry Ellison — favors the deal.

The government stopped short of asking Paramount to make concessions or divestitures.

Buying Warner Bros. would allow Paramount — Hollywood’s smallest major company — to bulk up with such prestigious properties as HBO, CNN, HGTV and Food Network. Those would be combined with properties Paramount already owns, including CBS, Comedy Central, Nickelodeon and MTV.

The deal would put two historic film studios and two prominent news organizations under the same roof. It would give Paramount four streaming services, including HBO Max, and dozens of cable channels.

In its four-page closing statement, the Justice Department emphasized that career antitrust regulators — not political appointees — had performed a rigorous review, sifting through some two million documents the government received from dozens of sources, including third-party organizations.

They conducted meetings and deposed senior-level executives and other witnesses.

“These investigative efforts all led to the same conclusion: the film and television industry is highly dynamic, and the proposed transaction is not likely to harm competition or American consumers,” Justice Department regulators wrote in their summary.

Regulators zeroed in on three potential areas of concern. They looked at whether the merger would give Paramount too much power in the streaming video-on-demand market; the traditional linear television channel space; as well as in “studio development, production, or distribution of films for theatrical release,” the Justice Department said.

Competition in streaming would not be crimped, according to the regulators.

“To the contrary, the combined firm is likely to increase competition by offering consumers a more robust competitive alternative to the larger [streaming] offerings,” they wrote.

The antitrust division also found that theatrical distribution and opportunities for creators, including writers and actors, would not be harmed as long as the combined company maintained current production levels.

Ellison has promised to continue releasing 30 films a year with a combined Warner Bros.-Paramount studio. He also has said he would protect the HBO brand.

The proposed merger is controversial because many in Hollywood fear it will bring thousands of job losses, which was the result of past consolidations, including Walt Disney Co.’s 2019 takeover of Fox entertainment properties. More than 5,000 entertainment industry workers, including Jane Fonda, J.J. Abrams, Javier Bardem and Mark Ruffalo, have signed an open letter calling for the merger to be blocked.

There’s a political dimension as well. Paramount’s standing with the Trump administration (Paramount+ is set to televise Sunday’s UFC fight spectacle at the White House to celebrate Trump’s birthday as part of the company’s relationship with the UFC) has given left-leaning groups pause.

They worry about collapsing CNN and CBS News into one unit, particularly after all the turmoil that has ensued at CBS News since the Ellison family bought Paramount in August and installed Bari Weiss as CBS News editor in chief.

This month witnessed a dramatic shakeup at the iconic “60 Minutes,” with top executives and three well-known correspondents tossed out.

“We’ve already seen how far Paramount and the Ellison family are willing to go to diminish a once-proud network and news organization like CBS,” Craig Aaron, co-chief executive of the progressive group Free Press, said in a statement. His group fears the Ellisons would “do worse if they get their hands on Warner Bros., HBO, CNN and all the rest.”

Paramount, for its part, said it was grateful for “the Department of Justice’s thorough review of this transaction, as well as the work of the other agencies that have completed their reviews and provided clearance to date.”

“This deal is pro-competitive, resulting in a stronger company better positioned to compete against dominant technology platforms in an industry increasingly defined by intense competition for audiences, talent, technology, and investment,” Paramount said. “We remain focused on completing the transaction as soon as possible and delivering its benefits to consumers, creators, and the entertainment industry as a whole.”

Paramount wants to finalize its purchase by September.

With Friday’s victory, Paramount is staying on that timetable, but regulators in Europe and Britain have opened their own regulatory investigations and are expected to make their own determinations in the coming months.

Separately, California Atty. Gen. Rob Bonta and other state attorneys general have been scrutinizing the proposed merger, and are widely expected to file a lawsuit, perhaps as early as this month, to try to block it.

Paramount applied for Justice Department approval in December — more than two months before it edged out Netflix in the Warner sweepstakes.

In its statement, the Justice Department said it began its review last fall when it was clear Warner Bros. was in play. Regulators said they were familiar with Warner’s businesses, because the division had scrutinized four other mergers involving the company, dating back to the disastrous AOL-Time Warner merger in 2001.

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, setting the stage for the Ellison takeover.

Justice Department approval could complicate efforts by Bonta and other state attorneys general to block the deal. Should Bonta or others sue, they would have to convince a judge that the nation’s top antitrust regulators failed to make a proper finding despite their lengthy review.

That may pose a high bar for the state officials, who are facing political pressure to stop the deal.

“State AGs must block this merger,” U.S. Sen. Elizabeth Warren (D-Mass.) said in a statement Friday, adding that the Justice Department’s approval was “terrible news for every American who doesn’t want Trump-aligned billionaires to control what they watch and how much they pay.”

The Justice Department said state attorney general offices had participated in its investigation, which allowed federal and state officials “to share information with each other and for the States to attend and participate in the [antitrust] Division’s depositions.”

Last month, David Ellison appeared before the regulators in a two-hour session.

Paramount’s Chief Legal Officer Makan Delrahim, who previously served as the nation’s top antitrust regulator during the first Trump administration, also was busy quarterbacking Paramount’s outreach with regulators.

The Ellison family-controlled Harbor Lights Entertainment has sold its Showcase Cinemas theater chain to a major European cinema group in a $30-million deal.

Belgium-based Kinepolis will soon operate 13 cinemas across the United States. Seven are in Massachusetts, four in New York, one in Ohio and one in Rhode Island.

David Ellison, who is now in charge of Paramount Skydance, acquired National Amusements last year from the Redstone family. He renamed the company Harbor Lights. National Amusements was the start of Redstone’s media empire, which at one point included control of CBS, Paramount and Viacom.

Paramount is in the process of acquiring Warner Bros. Discovery in a $111-billion deal. Under the proposal, Ellison has said the two studios will release 30 films per year. But he and his team would also have to make $6 billion in cuts and take on $79 billion in deal debt.

The deal is awaiting regulatory approval, but officials in several state states recently announced plans to try to block the merger. The potential lawsuit would seek to challenge the proposed merger on antitrust grounds, arguing it would decrease competition, lower wages and lead to widespread job losses.

With the sale of the theaters, Kinepolis will add 164 screens to its portfolio. The company was formed in 1997 and currently operates 63 cinemas in Europe and nearly 60 theaters in the U.S. and Canada.

The newly acquired theaters welcomed about 4 million visitors and generated more than $90 million in revenue last year.

“This acquisition allows us to expand our market position in the U.S. from Michigan to the East Coast with an asset and a team that enable us to implement Kinepolis’ operational model and corporate strategy, ultimately enhancing the experience for moviegoers in these markets,” Eddy Duquenne, Kinepolis’s chief executive, said in a statement.

The company said Showcase Cinemas would retain its name. It expects the acquisition to be complete by the end of the summer.

Times staff writer Wendy Lee contributed to this report.

President Trump is known for being combative. And to mark his birthday Sunday, he’s literally picking a fight — actually seven of them. But a legion of opponents are determined to squash the celebration.

Trump has been gearing up for weeks for UFC Freedom 250, a mixed martial arts extravaganza that will turn the historic White House into a one-night fight house. The event designed to simultaneously celebrate his 80th birthday and commemorate America’s 250th anniversary will take place in a massive octagon-shaped structure that has been erected on the South Lawn of the White House.

The invitation-only event is scheduled to stream live on Paramount+, which is owned by David Ellison, one of Trump’s closest allies. UFC fights began streaming on the service earlier this year, with some airing on CBS, one of the first major deals signed under Ellison.

White House spokesman Davis Ingle has called the UFC card “one of the greatest and most historic sports events in history, and President Trump hosting it at the White House is a testament to his vision to celebrate America’s monumental 250th anniversary.”

But the gala is facing fierce legal challenges from activists who say UFC Freedom 250 is a scam flavored by financial and political corruption, accusing Trump and his close friends UFC chief Dana White and Ellison of benefiting financially from the event. Opponents say Trump has purchased stock in UFC’s parent company, TKO Group Holdings, while pointing out that UFC Freedom 250 is happening several weeks before the Fourth of July anniversary.

White House officials have called those allegations baseless and have asked a judge to dismiss the lawsuit.

As promo spots showing the combatants in fight mode fill the airwaves, the Public Integrity Project watchdog group has filed a lawsuit trying to derail the event. While the National Park Service is named as one of the defendants in the suit, environmental groups and former park service staff have decried the event.

Dana White, left, and then-President-elect Trump attend a UFC event held at Madison Square Garden in New York City in 2024.

(Sarah Stier / Getty Images)

Though some legal experts have predicted that those efforts may fall short, UFC Freedom 250 marks the latest in a relentless stream of furors shadowing Trump as he faces sharply declining poll numbers and harsh criticism over his economic and domestic policies, as well as his handling of the war with Iran. Here’s what we know about the event and what to expect Sunday.

What is UFC Freedom 250?

The event will take place in a mammoth claw-like outdoor arena that will spotlight the White House in the background. Undisputed lightweight champion Ilia Topuria will face off against current interim lightweight champion Justin Gaethje in the main event, which is billed as a five-round title unification battle.

A six-fight undercard, including a heavyweight interim title bout between Alex Pereira and Ciryl Gane, will precede the main event.

Who is putting on the fight?

White‘s UFC is staging the event. White, who has stressed in interviews that no taxpayer dollars are involved, has said that Trump made the suggestion of a White House event when they were together at a recent UFC fight.

Wouldn’t baseball or basketball be a more appropriate sport to feature in a celebration of America instead of a cage fight?

Perhaps. But Trump is a huge fan of boxing and mixed martial arts. He was flanked by several of the fighters who will be participating in the event when he first announced the bouts at the Oval Office. He gushed as he introduced them individually, calling them warriors: “No people in sports are tougher than these people.”

But Conor Friedersdorf, a staff writer for the Atlantic, put forth a different theory: “On Trump’s 80th birthday, blood sport will be the diversion of choice at the White House because he wants to associate his presidency and himself with the violent domination and humiliation of rivals,” he wrote in a newsletter. “America itself is weaker now on the world stage than it was when Trump began either of his presidencies.”

White has credited the president’s devotion to the sport with propelling it into the cultural mainstream, and he is predicting a record-breaking global audience.

Where can viewers watch the event?

UFC Freedom 250 will stream on Paramount+ as part of a $7.7-billion deal that Ellison struck with TKO Group Holdings, the owner of UFC. The broadcast starts at 5 p.m. Pacific.

Dana White, left, and President Trump attend UFC 327 in Miami in April.

(Julia Demaree Nikhinson / Associated Press)

The event is another apparent maneuver for Ellison to curry favor with Trump as he seeks his support and approval for a $111-billion deal to buy Warner Bros. Discovery. Trump has made no secret for his desire for shake up Warner Bros. Discovery-owned CNN, which he regards as a hostile platform.

Will this be a star-studded event?

Don’t expect a New York Knicks-style celebrity row. Although several stars including Dwayne “The Rock” Johnson, Adam Sandler, Mario Lopez and former star quarterback Tom Brady have reportedly been invited by White, none have indicated that they plan to show up.

White has said that 70,000 fans have registered for free tickets to attend the fan event at the Ellipse near the White House.

Since it’s Trump’s birthday, is UFC Freedom 250 a political event?

“This isn’t politics,” White said recently on ESPN’s “The Pat McAfee Show. “This is about the United States, what this country is about … If you love America, you’re going to love this event. It has nothing to do with politics. We just happen to be on the White House lawn and the president of the United States will be there.”

Why is there opposition to the fights?

The lawsuit filed by the Public Integrity Project contends that UFC Freedom 250 violates federal regulations that prohibit sporting events on federal park lands. Two Virginia activists who are plaintiffs in the suit claim that they “want to uphold the rule of law and protect our nation’s most cherished monuments from corrupt exploitation.”

The suit contends that the plan includes a weigh-in at the Lincoln Memorial and a pre-fight walkout from the Oval Office.

According to the suit, “The president is giving White and his company what none have enjoyed before: unfettered access to the White House and Lincoln Memorial to state a private, for-profit sports event with all of the promotional and branding opportunities that accompany such access.”

Brendan Ballou, chief executive of the Public Integrity Project, said in an interview on MS NOW that the event and advertising is “fundamentally the private profiteering of our national monuments, and that is fundamentally what is violating the law and why we are suing.”

In recent months, the iconic ticking stopwatch of the CBS News magazine “60 Minutes” began to sound like a time bomb.

The explosive detonated Tuesday as the prestigious program’s most high-profile correspondent, Scott Pelley, was fired after openly challenging the moves and motives of the news division’s leadership and questioning the credentials of new “60 Minutes” executive producer Nick Bilton.

Pelley accused CBS News Editor in Chief Bari Weiss of “murdering” the program and berated Bilton, a former New York Times journalist, for lacking TV news experience. His forced exit along with the departure of several other veterans is raising fears about the future of the most-watched TV news program that has managed to retain its vitality and importance in the face of major changes across the media landscape.

Weiss praised Pelley’s contribution to the network when she discussed his termination at the network’s morning editorial meeting Wednesday, but cited a loss of “trust and mutual respect” as the reason for moving on.

“We cannot do our work without it,” Weiss said. “That foundation was broken on Monday, and despite our attempts to engage with Scott Pelley and to find a way back, unfortunately we weren’t able to do so, and so we had to part ways.”

But industry veterans familiar with “60 Minutes” said the firings represented a notable shift in how the venerable program has been run by its predecessors.

Rome Hartman, a former longtime “60 Minutes” producer, said Wednesday in an interview that the termination of Pelley for forcefully expressing his views at a staff meeting is a fundamental misunderstanding of how the program has operated and thrived over 58 years. Spirited, and occasionally acrimonious, internal debate has always been a part of working at “60 Minutes.”

“Sharp words in defense of important ideas, whether they be in stories, or whether they be about the future of the broadcast, shouldn’t just be tolerated, they should be encouraged and inculcated, and they always have,” Hartman said.

The insularity of the “60 Minutes” operation — which has its own suite of offices across the street from the main headquarters of CBS News — has rankled the network’s executives in the past. But those dynamics were considered part of the price of having the most prestigious news program on television.

“Every single CBS News president in the history of CBS News has resented the independence of ’60 Minutes,’” Hartman said.”But the smart ones have come to understand that that independence is part of the secret sauce. I don’t know Bari Weiss, but she seems incredibly thin-skinned.”

The turmoil inside “60 Minutes” comes at an inopportune time for CBS. Weiss is now under the gun to replenish the program’s staff with three months to go before original episodes return to the prime-time schedule.

Pelley is the fourth correspondent to depart “60 Minutes” since Weiss took over as editor in chief. Last week, Weiss fired correspondents Sharyn Alfonsi — who accused Weiss of playing politics by holding a story on the government’s use of El Salvador prisons for undocumented migrants — and Cecilia Vega, who was also outspoken in her criticism of the changes at “60 Minutes,” saying she faced censorship. Anderson Cooper, the CNN anchor who spent nearly 20 years as a contributor to the program, chose not to sign a new contract.

Weiss also fired executive producer Tanya Simon, who has been with the program for 25 years, and her second in command. (Pelley said he was unable to get answers on the firings during his final meeting Tuesday with Weiss and CBS News President Tom Cibrowski.)

Bari Weiss hosts Senator Ted Cruz on her “Honesty” podcast on January 18, 2025, in Washington, D.C.

(Leigh Vogel / Getty Images for Uber, X and The Free Press)

And there could be more departures on the way, adding to the upheaval. Bill Whitaker, who joined the program in 2014 and was a Pelley ally, is said to be weighing whether to walk away from the two years left on his current contract. The program’s respected veteran , Lesley Stahl, is pondering her future as well amid the massive changes, according to people familiar with her thinking who were not authorized to speak publicly.

The call is out for new talent, according to one agent who said CBS News is talking to “dozens of people” for the openings.

But the company will also look within its ranks. Matt Guttman, hired away from ABC News by Weiss to become senior national correspondent, is one name being mentioned, along with Major Garrett, the network’s chief Washington correspondent. Both have emerged as favorites of Weiss.

Norah O’Donnell, already a contributor to the program, is also likely to have a larger presence.

While the “60 Minutes” patina has been tarnished by the recent events, there is no shortage of journalists who would be willing to step up and join the program. But whoever does sign on will be intensely scrutinized while the Nielsen numbers are closely watched.

Newcomers on the program are rare and would have an easier time gaining audience acceptance if they were joining a stable operation.

Although every long-running TV program can use an occasional refresh, a massive overhaul is destabilizing for “60 Minutes,” one of the last non-sports appointment programs for the traditional television audience that still provides broadcast networks with the bulk of their advertising revenue.

Notably, the program averaged 9.1 million viewers during the 2025-26 TV season according to Nielsen, up 9% over the previous year.

“Viewers liked the ’60 Minutes’ that they had,” said a former CBS News executive who worked on the program who was not authorized to speak publicly. “And if they don’t like it, they have many other places to go.”

One of Weiss’ mantras — echoed by Bilton — has been the need to pull “60 Minutes” into the digital future as traditional TV viewing declines. Insiders say she has yet to make clear how that will be achieved.

Under Weiss’ watch, clips and full segments of the program gained significant traction on platforms such as YouTube. The success on digital is an encouraging sign for the program’s ability to attract younger viewers who don’t watch traditional talent.

But veteran TV executives say that loyal “60 Minutes” viewers still expect to see seasoned correspondents delivering in-depth investigations and analysis. A diversion from that formula poses substantial risks.

“Its audience has certain expectations,” said Jim Murphy, a former executive producer for CNN and CBS News. “These guys built a literally nearly perfect program for the medium and for the audience. You’re not going to make it better just because somebody cooler does a story that’s, like, a little funkier. It just not going to work.”

Steve Capus, a veteran network producer who worked with Pelley at the “CBS Evening News,” said his former colleague was built for the meticulous work that goes into every “60 Minutes” segment.

“It’s hard to do week in and week out,” Capus said. “You have to be first-rate in your storytelling.”

What’s more, Weiss and Bilton will also have to fight the perception that their moves on the program have been guided by the desire of David Ellison, chief executive of CBS News parent Paramount, to please the Trump administration as he seeks regulatory approval of his deal to acquire Warner Bros. Discovery.

Trump sued “60 Minutes” over the editing of an interview with his 2024 presidential opponent, former Vice President Kamala Harris. The suit was settled just ahead of the Federal Communications Commission clearing the way for the takeover of Paramount by David Ellison’s Skydance Media.

Ellison acquired Weiss’ digital startup, the Free Press, which established itself as a voice critical of so-called woke politics.

Pelley said in a statement Tuesday that there has been pressure to shape CBS News coverage to please the Trump White House, a claim that both Vega and Alfonsi have made.

“I’ve been told to include assertions that are unverified,” he said. “To date, in every case, I have ignored these instructions or refuse them.”

In a statement, a representative of “60 Minutes” said that the exchanges with Pelley regarding editorial content were not out of the ordinary.

“There is no political interference at CBS News, not from ownership, not from Bari Weiss,” the representative said. “The only ‘interference’ is the normal back and forth between editor and correspondent that happens in every newsroom.”

Scott Pelley, a signature on-air talent for “60 Minutes,” was ousted from CBS News a day after he blasted the division’s top management over the firing of the program’s executive producer and two correspondents.

“We have parted ways with Scott Pelley,” the newly installed executive producer Nick Bilton said in a message sent to staff Tuesday.

The network announced Pelley’s departure after a meeting with top CBS News management late Tuesday, where the veteran correspondent continued to ask for answers on why “60 Minutes” executive producer Tanya Simon and correspondents Sharyn Alfonsi and Cecila Vega were let go last week, according to people familiar with the discussions who were not authorized to speak publicly. Editor in Chief Bari Weiss would not address the matter at the meeting.

Pelley’s departure follows a contentious “60 Minutes” staff meeting on Monday where he accused Weiss of “murdering” the country’s most-watched news program.

Pelley also raised doubts over the credentials of Bilton, the former New York Times journalist and documentary filmmaker named last week to run the venerable newsmagazine, citing his lack of experience in TV news.

Bilton was named to replace Simon on Thursday, an unexpected move that also came with the firings of the correspondents. The moves were made by Weiss, who has targeted the prestigious program for changes since she arrived at the network in the fall.

Bilton attempted to defend Weiss, who was not at the meeting, and asserted that CBS News management was committed to guiding “60 Minutes” into the digital future.

“She is murdering ‘60 Minutes,’” Pelley said of Weiss at the meeting held at the program’s Manhattan headquarters. “She does not love this place. She was brought in to kill it, and she’s been doing exactly that.”

Pelley’s stunning remarks at the meeting were applauded by his colleagues. But veterans in the division — who were shocked by the confrontation— took it as a sign that he was ready to leave the program.

Pelley is the fourth correspondent to depart “60 Minutes” since Weiss joined CBS News. Anderson Cooper, who also anchors at CNN, chose not to sign a new deal, citing family reasons, although many insiders said he was not comfortable with the direction of CBS News. Alfonsi and Vega were severed last week.

Those vacancies mean “60 Minutes” will have to line up new talent quickly to fill the correspondent roles. Production on segments for the 2026-27 season is already underway.

Pelley, 68, started his career at CBS News in 1989. He covered the Gulf War for the network, traveling in Iraq and Kuwait. He later became chief White House correspondent during Bill Clinton’s turbulent second term.

Pelley became a correspondent for “60 Minutes II,” a midweek edition of the program that ran from 1999 to 2005. After the program was canceled, Pelley moved to the Sunday flagship edition.

The fate of “60 Minutes” — which saw a 9% audience increase and massive spikes in viewing across social media platforms this past season — has been an ongoing saga since President Trump sued the program over the editing of an interview with his 2024 opponent former Vice President Kamala Harris.

The suit was settled just ahead of the Federal Communications Commission clearing the way for the takeover of Paramount by David Ellison’s Skydance Media.

Ellison acquired Weiss’ digital start-up the Free Press, which established itself as a voice critical of so-called woke politics. She was given a mandate to move CBS News to the political center, which created a perception that her role is to placate the Trump White House as Paramount seeks regulatory approval to acquire Warner Bros. Discovery.

Nick Bilton, the new executive producer of “60 Minutes,” received a hostile welcome Monday from the CBS News program’s most respected correspondent Scott Pelley as the staff is still reeling over last week’s firings.

In the first staff meeting since Bilton was named last week, Pelley accused CBS News Editor-in-chief Bari Weiss of “murdering” the country’s most-watched news program, which recently finished the TV season with a 9 percent ratings increase. Recordings of the meeting were circulated to journalists.

“She is murdering ‘60 Minutes,’” Pelley said. “She does not love this place. She was brought in to kill it, and she’s been doing exactly that.” Pelley also attacked the credentials of Bilton, a former New York Times tech reporter and documentary filmmaker who like Weiss has no previous experience running a TV news operation.

Bilton was named to replace Tanya Simon on Thursday, an unexpected move that also came with the firing of correspondents Sharyn Alfonsi and Cecilia Vega. The moves were enacted by Weiss, who has targeted the prestigious program for changes since she arrived at the network last fall.

David Ellison, chief executive of CBS News parent Paramount, brought in Weiss — a skeptic of legacy media — with a mandate to move the division more to the political center. But many critics have seen the move as an attempt to placate the Trump administration while Ellison seeks regulatory approval for his deal to acquire Warner Bros. Discovery,

“60 Minutes,” has long been in Trump’s cross hairs. The president sued the program last year over the editing of an interview with his 2024 opponent former Vice President Kamala Harris. The suit was settled just ahead of the Federal Communications Commission clearing the way for Ellison’s Skydance Media takeover of Paramount.

One person close to “60 Minutes” said attendees at the meeting in the Manhattan West Side offices described it as something they had never witnessed in their careers. The confrontation — and the applause Pelley received from his colleagues during the meeting — also demonstrates how CBS News management may have underestimated the staff’s devotion to the program, now closing in on its sixth decade, that has long been considered the most powerful and respected platform in TV journalism.

A representative for CBS News declined comment on the meeting.

Pelley is held in especially high stature at the network due to his work over the years in dangerous war zones. When he was anchor at the “CBS Evening News,” he displayed photos of CBS News journalists who have died in the line of duty for the network going back to George Polk, who was killed during Greece’s civil war in 1948.

People close to CBS News management said both Bilton and Weiss reached out to Pelley last week to discuss the changes and their plans for the program’s future but he did not respond.

One CBS News veteran said the tense meeting “reads like Scott wants to be fired.”

Weiss has maintained she is committed to expanding the “60 Minutes” brand so it generates viewing and revenue outside of its Sunday night broadcast. But she has also clashed with producers and correspondents over the handling of stories such as Alfonsi’s report on the Trump administration’s use of harsh El Salvador prisons to hold undocumented Venezuelan migrants.

Alfonsi’s message to colleagues saying the segment was held for political reasons led to her dismissal from the program.

Vega posted a message last week claiming she had been facing pressure to insert political bias into her stories. “I very much fear what comes next for … the future of the legendary broadcast,” Vega said in a social media post on Thursday, referring to “60 Minutes.”

A CBS News representative said last week that Vega’s claims “are not based in reality.”

Bilton has tried to reassure veterans at the program that he remains committed to the program’s mandate to provide tough, investigative journalism. The words he’s used in several meetings are that next season will not be much different than the successful year the program just completed.

“He’s very much committed to continuing and extending the kind of journalism that ’60 Minutes’ has been known for.” said one person close to Bilton.

Paramount Chief Executive David Ellison has been circling the globe, meeting government regulators who will ultimately decide the fate of his controversial $111-billion takeover of Warner Bros. Discovery.

Last week, Ellison spent two hours answering questions from U.S. Justice Department antitrust lawyers in a bid to secure a key government approval — one that few people believe is in doubt because of President Trump’s strong support of tech billionaire Larry Ellison and his son’s ambitions to amass more power.

Throughout his travels, David Ellison has been accompanied by a savvy wingman: Makan Delrahim.

Delrahim, Paramount’s chief legal officer, served as the nation’s top antitrust regulator in the Justice Department during Trump’s first term. The 56-year-old Iranian American, who grew up in Los Angeles, is the architect of shrewd moves that have brought Paramount within reach of its blockbuster merger that would redefine Hollywood.

Politics have permeated the process — even before Trump announced he would get involved. Opponents have been suspicious of the Ellisons, given the family’s ties to Trump and programming changes to redefine Paramount’s CBS, including last month’s departure of late-night comedian Stephen Colbert and a shakeup at “60 Minutes,” CBS’ newsmagazine.

Buying Warner Bros. Discovery would give the Ellisons control of both CBS News and CNN.

Paramount’s bid for Warner Bros. has sparked dread in Hollywood for another reason, too: Thousands of jobs already have vanished through a string of media mergers.

More than 5,000 artists and entertainment industry workers have signed an open letter, calling on California Atty. General Rob Bonta to try to block the deal on antitrust grounds.

In an interview with The Times, Delrahim responded to concerns and criticisms. This interview has been edited for length and clarity:

Where does the regulatory process stand?

We are still going through the regulatory approval process. We actually started planning for the regulatory approval filings last summer. We knew we were going to be pursuing this transaction but it took a few months longer to sign the transaction than we thought. There were some interveners [Netflix, Comcast], but we planned ahead.

Do you have a commitment from Trump or his administration that you’ll get a thumbs up?

There are no deals with the president. We have a deal with the Warner Bros. shareholders. We’ve submitted [applications] to the governments of Europe, Canada, U.K. and the U.S., and that’s where it is.

You got a head-start because you filed a regulatory approval in December — months before Paramount had a deal with Warner. Why so soon?

We were always very skeptical [the Netflix deal] would ever go through. The only way to really show the [Warner] board that our deal would get through — because it doesn’t have antitrust problems — was to move as fast as we could.

One of the benefits being a former [DOJ] enforcer and having a team of outside lawyers who are also former colleagues and enforcers was that we anticipated what the government would ask for. Those were questions that we would have asked, and so we provided those answers.

Your timeline is aggressive. Some suggest Paramount wants this deal done before the mid-term elections.

I don’t think it’s aggressive. It has nothing to do with the midterms. The midterms do not change the officials at the Justice Department or the FCC — we have that minor application there. The midterms have no effect on the European Commission or anybody else. We’ve been very transparent and proactive with members of Congress and with the state attorneys general and the federal authorities.

Are you preparing to defend a potential antitrust challenge from Atty. General Bonta?

Well, no matter what field you’re in, whether it’s antitrust or whether you’re preparing for a football game, you always prepare the best you can for the worst, and you hope it never gets there. So, we’re preparing for challenges from anybody and everybody. But I don’t think any serious antitrust enforcer who looks at the facts, the law, the economics of this transaction will see an antitrust violation.

Why are you so confident?

There’s no element of this merger that is anti-competitive. Once you look at it, it’s incredibly pro-competitive. It increases output, it increases jobs, and it lowers the cost to the consumers. If you actually try to block this deal, you’re going to harm consumers, you’re going to harm creative talent, because you’re going to harm the creative ecosystem — the vision that David [Ellison] is trying to deploy here. It’s transformative from the efficiencies that it creates.

David Ellison has promised to release 30 films a year. Was that commitment to show that this merger will not be a repeat of Walt Disney Co.’s 2019 purchase of Fox?

I’m quite familiar with that one because I was at the Justice Department and reviewed it. Disney-Fox was a transaction with a different thesis. Disney wanted to get into streaming and they wanted to get scripted series. It wasn’t about studios trying to increase output.

Our transaction, as David has described, is motivated to create more content to feed the theaters, then streaming. We have a natural economic incentive to create more content. We’ll still be in fourth place after this transaction on the streaming side — almost half the size of Netflix.

David Ellison hasn’t made any commitments on the television side or pledged pledge to keep the various TV studios intact. Why?

I don’t think there’s much of an overlap on the television studios. Look, you have incredible studios in HBO, Warner Bros. Television, certainly our own studio. We’re not paying money to limit supply. It’s the exact opposite.

There is overlap between CBS News and CNN. How are regulators looking at that issue?

We’re very proud of CBS News and hopefully CNN, post-transaction. There is very limited overlap. Why? Because CBS News only airs a few hours a week of programming whereas CNN is 24/7, and it has international reach.

Antitrust regulators are going to see that it’s going to create synergistic effects. You might be able to cross-program and more people will be exposed to the incredible programming of CBS News. They’ll benefit from each other’s independent strengths.

During the first Trump administration, you said merger conditions were problematic because it’s difficult for the government to enforce behavioral remedies. Has your thinking changed?

No, I’ve been quite consistent. If there’s an antitrust problem, you need a divestiture [selling assets]. I don’t think there’s a remedy needed in this transaction. But having said that, we’re happy to engage with regulators to discuss where they see a problem and a possible solution. We’re always wanting to engage in constructive dialogue.

Would Paramount spin off CNN?

I don’t see that. I can’t see any antitrust reason to do so. That would be a weaponization of the antitrust law, and that would not be appropriate.

Many people in Hollywood view the merger with trepidation because of the prospect of more job losses. Others see it through a political lens. How do you evaluate the politics?

Politics is part of life. It’s part of the beautiful process of democracy. Generally, we are very empathetic to the folks in Hollywood, but this transaction will actually create more and better and exciting jobs. David is an absolute lover of films; he’s a filmmaker himself. For the first time, you are getting an owner who comes from the creative side.

Let’s be honest. There’s a lot of fear-mongering, particularly from people in Washington, D.C. They are running a political campaign. Some of these people are trying to inflict harm on this transaction really because of their own antisemitic views. Regulators and law enforcement officials will see right through that.

Do regulators share others’ concerns about the merger debt — $79 billion — for the combined company?

Some regulators appropriately have asked about it. They say: ‘This is what we have heard, that you guys are not going to be around because of this debt,’ which is just silliness. David and his family are owner-operators. They’re not rented CEOs. They have over 50% ownership. They put their money at stake and my money is on them.

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.