david ellison

Paramount, pushing to buy Warner Bros., girds for legal challenges

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.

Jeffrey Kessler arriving at federal court in Oakland in 2025

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.

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How David Ellison is confronting a Hollywood image problem

A year ago, David Ellison was viewed as a white knight poised to save Paramount.

Hollywood embraced billionaire Larry Ellison’s son, figuring he had the means and the mettle to revive the faded studio after decades of neglect.

But now, as the 43-year-old tech scion works to close his $111-billion deal to buy Warner Bros. Discovery — which would mark his second major studio acquisition in less than a year — a large swath of Hollywood has soured on the budding mogul and his audacious bid to build a new media colossus.

More than 5,000 artists and industry workers — including J.J. Abrams, Javier Bardem, Lin-Manuel Miranda, Kevin Bacon and Tiffany Haddish — have signed an open letter opposing the union of two century-old studios.

“Our industry is already under severe strain,” the group wrote.

Many anticipate the U.S. Justice Department will rubber-stamp the deal because President Trump is friendly with Larry Ellison, co-founder of software giant Oracle. Trump and his team want David Ellison to make sweeping changes at CNN, one of Warner Bros. Discovery’s premier properties.

David Ellison has spent the last year courting the president and his allies, including hosting a black-tie gala to honor Trump and attending state dinners and the president’s State of the Union address.

Ellison’s perceived coziness with the administration, along with controversial changes at CBS, has sullied his reputation in a town where image is everything.

Should the merger clear its regulatory hurdles, the Ellison family would control CNN and CBS News in addition to holding a significant stake in TikTok, the hugely influential social media app.

“When power is concentrated in fewer and fewer hands, the stories that get told and the livelihoods of the people who tell them become hostage to whoever that power serves,” Jane Fonda, the Oscar-winning actor who is helping lead the opposition, told The Times. “We are not going quietly.”

Paramount declined to comment. Ellison previously has pushed back on fears that Paramount’s takeover of Warner Bros. would be bad for Hollywood. Instead, Ellison envisions building a stronger company to boost the industry, including movie theaters.

If the Warner Bros. Discovery deal is finalized, Ellison would control two legendary news organizations and two iconic studios. His determined White House outreach to speed approval of the Warner Bros. deal has aroused deep suspicion among many in Hollywood, which has long been considered a liberal bastion.

“They got too close to Trump,” said Norm Eisen, executive chairman of Democracy Defenders Fund, one of the groups coordinating the opposition campaign. “People in Hollywood are concerned that the Ellisons are going to do to CNN what they did to CBS.”

One of Ellison’s first moves after taking over Paramount was to hire journalist Bari Weiss, who had no TV news experience, as CBS News editor-in-chief. Weiss, who built her reputation being a contrarian voice, along with her recently installed evening news anchor Tony Dokoupil got off to a rocky start.

During his inaugural week, Dokoupil awkwardly saluted Secretary of State Marco Rubio (a fellow Floridian). “CBS Evening News” viewership fell 9% this season. The program, which attracts 4.1 million viewers, musters less than half the audience for ABC’s “World News Tonight with David Muir.”

Ellison is aiming to get his deal done by September.

“The projected merger timeline would have Ellison in control of CNN before November,” Fonda said, noting the high stakes this fall because the midterm elections will decide control of Congress.

“If this merger goes ahead, the administration will have yet another lever to cast doubt on results it does not like,” Fonda said. “This is about corruption, not optics.”

Her group has urged California Atty. Gen. Rob Bonta to file a lawsuit to try to block the merger. Bonta has said his team is reviewing potential antitrust concerns with the deal, which he said has “red flags everywhere.”

Some in Hollywood favor Ellison’s takeover, saying it would lift two middling players to create more robust competition to Netflix, Disney and Amazon.

“This deal will set up an environment where we will have four competitive streaming services, and that’s a good thing for the creative community,” said Ari Emanuel, executive chairman of WME Group and Ellison’s agent.

Ellison is pressing ahead, working to secure government approvals in Britain, Europe and the U.S. Prominent Democrats in Congress have decried the deal and Ellison’s proposed ownership structure, which would include the royal families of Saudi Arabia, Qatar and Abu Dhabi as significant, but passive, investors.

Paramount leaders have tried to keep their heads down by focusing on their businesses. This year, the company has signed deals with Kim Kardashian, Neil Patrick Harris, Tituss Burgess and Kinetic Content, the reality TV firm behind Netflix’s “Love Is Blind.”

Hollywood opposition

But the “block the merger” campaign has picked up prominent Paramount and Warner Bros. talent, including Oscar-winning filmmaker Adam McKay (“The Big Short”); “South Park” co-creator Trey Parker; and Emmy Award-winning actors Noah Wyle (“The Pitt”) and Mark Ruffalo, a stalwart of critically acclaimed HBO productions, including “Task.”

Some filmmakers have privately discussed whether to steer clear of Paramount, according to people knowledgeable of the discussions who were not authorized to comment. Taylor Sheridan, the prolific producer behind “Yellowstone” and “Landman,” last fall opted to switch teams. He eventually will make new shows for NBCUniversal instead of Paramount.

CBS late-night host Stephen Colbert’s sign-off Thursday night has added to the hand-wringing.

Colbert learned he was getting the boot in July, two days after he called Paramount’s $16-million settlement with Trump “a big fat bribe” during a show monologue. Paramount had agreed to pay the money to end Trump’s lawsuit over edits to a “60 Minutes” interview, a payout blasted by 1st Amendment advocates who viewed the Trump suit as frivolous.

Paramount settled because it needed Federal Communications Commission approval as part of its sale to the Ellison-owned Skydance Media. Paramount’s CBS has blamed declining revenues for its decision to oust Colbert, which came just before Ellison officially took the keys to Paramount.

This week, for the first time in 18 years, CBS will fall short of claiming the largest live audience in broadcast TV. NBC snagged the ratings crown, thanks to its sports-heavy lineup, prompting NBC late-night comedian Seth Meyers to crow about his network’s victory.

“We have taken down CBS,” Meyers told advertising buyers last week in New York. “Well, the Ellisons did, but I like to think we helped.”

Ellison’s supporters view the anti-merger campaign as politically motivated.

“So much of the criticism and negative sentiment originates from [Ellison’s] apparent relationship with Trump,” said one observer who was not authorized to speak publicly about the topic.

But interviews with numerous industry insiders reveal that concerns over Paramount’s proposed purchase of Warner go well beyond anti-Trump sentiment — or worries about CNN’s future.

The merger comes during an existential crisis for the industry, and for Los Angeles, as the shift to streaming has upended established business models.

“Whether it’s Ellison, Amazon, Apple or Netflix, these are essentially tech companies that are gaining increasing control over what has been a cultural and entertainment sector,” said Dominic Asmall Willsdon, executive director of the International Documentary Assn.

Amazon founder Jeff Bezos and Apple’s outgoing Chief Executive Tim Cook also have openly embraced Trump, which some see as a pragmatic move to curry favor in Washington to advance their sprawling businesses, which include film and TV operations in Culver City.

Much of the angst over the Ellison deal is driven by economic uncertainty. L.A.’s film industry has been decimated by a flight of production to other locations.

“L.A. has already had a taste of things to come,” Eisen said. “There’s less competition so the artists get hurt, and so do the working people who have long been an integral part of Hollywood.”

A combined Warner-Paramount would instantly become the largest employer for union writers, said Michele Mulroney, president of the Writers Guild of America West. It would control HBO, CBS, CNN, Comedy Central, HGTV, Animal Planet and two of the largest film and television studios.

“This media behemoth would have enormous leverage to reduce content, raise prices, increase control of production, suppress our members’ compensation and silence the voices of our members,” Mulroney said.

Jessica J. González, the L.A.-based co-chief executive of the 1st Amendment group Free Press, said: “This isn’t just about David Ellison. It’s about what David Ellison did with his last merger and how he uses his power.”

Ellison’s wealth and privilege have also fueled resentment among the rank and file who are struggling amid America’s growing economic disparity. Said one veteran executive: “We’re living in a new gilded age.”

For many, the prospect of more job losses is most unsettling.

Ellison and his team have vowed to make $6 billion in cuts following the merger. Those cuts are expected to include sizable layoffs on top of nearly 2,000 in job cuts at Paramount since last fall.

Hollywood has a troubled track record with mergers, including two failed takeovers of Warner Bros.

AT&T misfired with its 2018 acquisition of Time Warner, and within four years, the phone company had unloaded the firm to David Zaslav’s smaller Discovery. That transaction saddled Warner with more than $50 billion in debt, and Zaslav and his team laid off thousands of workers and cut dozens of projects to dramatically reduce the company’s debt and keep the company solvent.

Walt Disney Co.’s $72-billion acquisition of much of Rupert Murdoch’s 21st Century Fox in 2019 led to thousands of layoffs as one of the industry’s original studios all but disappeared.

“We have seen from that merger the earnings and employment numbers for screenwriters significantly reduced,” Mulroney said.

Emanuel, the power agent, pointed to Ellison’s commitment to keep the Warner and Paramount studios largely intact, with each entity releasing about 15 films into theaters each year.

“He’s going to be making a minimum of 30 movies a year for theatrical release plus content for both their own and other platforms because that’s the only way to generate revenue,” Emanuel said.

Still, critics question whether Ellison will be able to keep his commitment due to the $79-billion debt load he will take on.

“I’m sure [Ellison’s] intentions are genuine,” Mulroney said. “But a promise like that’s not enforceable, and there are no consequences if you don’t meet the quota that you’ve set for yourself.”

On Wednesday, S&P Global Ratings agency said Paramount Skydance will remain on a negative credit watch due to balance sheet concerns.

S&P also cited worries about Ellison’s prospects “given the immensely complicated endeavor of combining two of the largest global media companies and the limited track record of PSKY’s management team in integrating and transforming such companies.”

Emanuel and others say Ellison’s image won’t suffer long-term damage.

The two sides, he predicts, will eventually work together.

“Here’s a guy who’s willing to put a lot of money on the line and take huge risks to make our environment more competitive,” Emanuel said. “The one thing about David is that he’s not a vindictive person. He always does what’s best for the project.”

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David Ellison hits CinemaCon, reiterates pledge to make more movies.

Paramount Skydance Chief Executive David Ellison made his case directly to theater owners Thursday, pledging to release a minimum of 30 films a year from the combined Paramount and Warner Bros. Discovery company during a speech at the CinemaCon trade convention in Las Vegas.

“I wanted to look every single one of you in the eye and give you my word,” Ellison said in a brief on-stage speech, adding that Paramount has already nearly doubled its film lineup for this year with 15 planned releases, up from 8 in 2025.

He also said all films will remain in theaters exclusively for 45 days, starting Thursday. Films will then go to streaming platforms in 90 days. The amount of time that films stay in theaters — known as windowing — has been a controversial topic for theater owners, as some studios reduced that period during the pandemic. Theater operators have said the shortened window has trained audiences to wait to watch films at home and cuts into theater revenues.

“I have dedicated the last 20 years of my life to elevating and preserving film,” said Ellison, clad in a dark jacket and shirt with blue jeans. “And at Paramount, we want to tell even more great stories on the big screen — stories that make people think, laugh, dream, wonder and feel — and we want to share them with as broad an audience as possible.”

Ellison’s CinemaCon appearance comes as more than 1,000 Hollywood actors and creatives have signed a letter opposing Paramount’s proposed acquisition of Warner. Supporters of the letter have said the deal would reduce competition in the industry and “further consolidate an already concentrated media landscape.”

Some theater operators have also questioned whether the combined company could achieve its goal of releasing 30 films a year, particularly after the cost cuts that are expected after the merger closes.

“People can speculate all they want — but I am standing here today telling you personally that you can count on our complete commitment,” Ellison said. “And we’ll show you we mean it.”

The speech came after a star-studded video directed by “Wicked: For Good” director Jon M. Chu that was shot on the Paramount lot on Melrose Avenue and showcased directors and actors including Issa Rae, Will Smith, Chris Pratt, James Cameron and Timothée Chalamet that are working with the company.

The video closed with “Top Gun” actor Tom Cruise perched atop the Paramount water tower.

“As you saw, the Paramount lot is alive again,” Ellison said after the video. “And we could not be more excited.”

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Post-Stephen Colbert, CBS still wants an original late-night show

CBS hasn’t given up on producing an original late-night show — despite easing Stephen Colbert out the door.

“The Late Show With Stephen Colbert” ends next month after CBS canceled the popular program, citing financial pressures. The network’s top two executives told reporters during a press briefing in Hollywood on Wednesday that the network still wants to be a player in the 11:35 p.m. hour.

CBS struck a one-year deal with media mogul Byron Allen to bring his “Comics Unleashed” syndicated show to the prominent time slot once occupied by David Letterman until Colbert took the mantle a decade ago. President Trump, in social media posts, has taken credit for getting Colbert, whom he dislikes, tossed off the air.

Colbert’s final broadcast will be May 21.

Beyond the stop-gap arrangement with Allen, network executives acknowledged they don’t have a long-term plan for the late-night hours — but development executives are working on it.

“We are still going to develop other ideas, other concepts,” said George Cheeks, whose role as chair of TV Media at Paramount includes running CBS. He added that Allen’s programs, including “Funny You Should Ask” at 12:35 a.m., will allow the company to immediately turn a small profit — an increasingly critical mandate as CBS prepares to absorb the high cost of keeping NFL football on its schedule.

“If we are going to go back into that space, we have to go back into that space with a different financial model,” Cheeks said, in contrast to a show set in a theater with a band, live audience and large group of writers and support staff to stage a nightly show with numerous guests.

“I grew up in late night — I believe in late night,” Cheeks said. “The reality is that the reach is still there, but the reach is primarily on YouTube.”

It’s become increasingly difficult for CBS or other major networks to make money on a topical show when the majority of the audience, particularly younger viewers, watch snippets on YouTube.

CBS Entertainment President Amy Reisenbach acknowledged the network wasn’t actively developing a replacement late-night show; instead the effort was in the brainstorming stage. “They’re just conversations at this point,” she said.

CBS can make money on “Comics Unleashed” because Allen pays CBS for the hours and covers production costs. In return, Allen’s company receives most of the commercial spots in the programs, which his company can sell to advertisers to defray its costs.

Cheeks dismissed concerns that Allen’s programs, which have been in syndication for years, would not be viewed as “CBS-level quality.” He called Allen “a great partner.”

“Comics Unleashed” has run at 12:35 a.m., but CBS is moving it one hour earlier on the schedule, where it will have more exposure and benefit from running immediately after TV stations’ local late news. “Funny You Should Ask” will air in the 12:35 a.m. time slot.

“I actually think the shows are strong. … They have a point of view,” Cheeks said of Allen’s programs. “It’s a change in format … a change from what people are used to.”

It’s been a rough year for CBS.

The last 12 months have included a nasty spat with Trump over a “60 Minutes” segment with Kamala Harris, which Paramount ended by paying the president $16 million. Then came the tempest over Colbert’s cancellation just days after he called the Trump settlement “a big fat bribe.”

The network got new owners — David Ellison and Skydance Media — in August and Ellison promptly installed a new boss at CBS News, Bari Weiss, who has made talent moves to shake up the division.

Six weeks ago, Paramount prevailed in the bidding war for Warner Bros. Discovery — a deal that will bring more turmoil to Paramount, CBS and Hollywood production.

Because of last year’s Paramount change in ownership, the NFL has the ability to reopen the network’s TV license deal, which is expected to increase the cost of retaining the NFL by as much as $1 billion a year, potentially cutting into CBS’ programming budget.

“Capital allocation is always a major consideration,” Cheeks said. “But I would harken back to something that David Ellison said recently, which was content investment was mission critical to the future of this company.”

CBS unveiled its new fall schedule Wednesday, announcing that fan-favorite LL Cool J was returning to star in a new show, “NCIS: New York,” with Scott Caan, and the introduction of a new legal drama, “Cupertino,” from hit-making executive producers Robert and Michelle King. CBS will serve up two other new shows, including a comedic drama, “Einstein,” and a half-hour vampire family comedy, “Eternally Yours.”

Cheeks also acknowledged that, for the first time in 18 years, CBS would not end the television season in first place in viewers. This year, that honor goes to NBC, which broadcast a blockbuster February with the Super Bowl and the Winter Olympics.

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