justice department

Paramount Skydance’s proposed takeover of Warner Bros. Discovery cleared a major hurdle Thursday as Warner stockholders overwhelmingly embraced the $111-billion deal.

Approval was expected. Paramount Chairman David Ellison’s proposal would pay Warner investors $31 a share — four times the price of the company’s stock a year ago. Warner Bros. officials did not disclose the precise vote count during the nine-minute special shareholder meeting beyond saying the merger “received sufficient votes and has overwhelmingly passed.”

Paramount offered the generous premium to compete with, and ultimately triumph over, Netflix, which withdrew from the auction in late February after Ellison’s father, Oracle billionaire Larry Ellison, agreed to guarantee the financing of his son’s deal.

The merger would create a new Hollywood behemoth by giving Paramount, which owns CBS and the Melrose Avenue film studio, such valuable assets as HBO, HBO Max, CNN, TBS, Food Network and Warner Bros.’ film and television studios in Burbank. Warner controls beloved TV shows, franchises and movies, including “Casablanca,” Harry Potter, D.C. Comics, “Game of Thrones,” “Euphoria,” “The Pitt,” and “Rooster.”

“Shareholder approval marks another important milestone towards completing our acquisition of Warner Bros. Discovery, building on our successful equity and debt syndications and progress across regulatory approvals,” Paramount said Thursday in a statement. “We look forward to closing the transaction in the coming months and realizing the creation of a next-generation media and entertainment company that better serves both the creative community and consumers.”

Paramount now must secure regulatory approvals in the U.S. and abroad. Ellison, who is poised to honor President Trump with a dinner Thursday evening in Washington, hopes to complete the deal by late summer.

Shareholders, however, made known their disdain for Warner Chief Executive David Zaslav’s proposed golden parachute, which could swell to $887 million, depending on when the transaction closes. His cash, stock and options would be valued at more than $550 million. Warner board members also agreed to pay his tax bill, which could approach $330 million, should the merger be completed by year’s end.

Shareholders, in a non-binding vote, voted against Zaslav’s package.

Paramount’s deal has encountered significant opposition in Hollywood and beyond.

More than 4,000 filmmakers, actors and industry workers, including Ben Stiller, Bryan Cranston, Ted Danson, J.J. Abrams and Kristen Stewart have signed an open letter asking California Atty. Gen. Rob Bonta and other regulators to block the deal.

Opponents fear the consolidation would be lead to massive layoffs and diminish the quality of programming that Warner Bros., CNN and HBO are known for. Hollywood has sustained thousands of layoffs over the last six years; the film production economy hasn’t recovered from shutdowns during the 2023 labor strikes.

“This is already an incredibly consolidated industry where writers have seen merger after merger leave fewer and fewer companies in control of what our members can get paid to write,” Michele Mulroney, president of the Writers Guild of America West, said Wednesday during a press briefing organized by Free Press and other progressive groups that oppose the merger.

“A combined Warner Bros. and Paramount would create a media behemoth with tremendous leverage to reduce content, to raise prices, to increase control of production, to suppress member compensation, worsen working conditions and silence the voices of our members,” Mulroney said.

Trump has long agitated for changes at CNN, and few expect his Justice Department to block the transaction. Defense Department Secretary Pete Hegseth echoed the sentiment. “The sooner David Ellison takes over that network the better,” Hegseth told reporters in March.

It’s unclear whether Bonta or other state attorney generals will file a lawsuit to try to stop the deal. Bonta previously told The Times that his office is reviewing the consolidation.

“This deal can get blocked. I personally think it will get blocked — or undone,” Alvaro Bedoya, former Federal Trade Commission member who now serves as a senior adviser to the American Economic Liberties Project, told reporters Wednesday. He pointed to other proposed mergers that unraveled due to fierce opposition, including the proposed combinations of grocery giants Kroger and Albertson’s.

David Ellison has promised to keep HBO entact and the Paramount and Warner Bros. movie studios humming. He promised cinema owners last week that a combined Paramount-Warner Bros. would release 30 movies into theaters each year.

“This transaction uniquely brings together complementary strengths to create a company that can greenlight more projects, back bold ideas, support talent across multiple stages of their careers,” Paramount said in a statement to push back on the opposition. The company would have the power to “bring stories to audiences at a truly global scale — while strengthening competition by ensuring multiple scaled players are investing in creative talent.”

To finance the Warner takeover, Ellison’s billionaire father, Larry Ellison, has agreed to guarantee the $45.7 billion in equity needed. Bank of America, Citibank and Apollo Global have agreed to provide Paramount with more than $54 billion in debt financing.

Paramount has enlisted a former Trump administration official, lawyer Makan Delrahim, who served as Trump’s antitrust chief during the president’s first term.

In a confident move, Delrahim filed to win the Justice Department’s blessing in December — even though Paramount didn’t have an agreement with Warner Bros. Discovery’s board at the time. In February, a key deadline for the Justice Department to raise issues with Paramount’s proposed Warner takeover passed without comment from the Trump regulators.

WASHINGTON — The Justice Department has subpoenaed several witnesses to testify before a federal grand jury in Washington as part of its investigation into former CIA Director John Brennan, three people familiar with the matter said Monday.

The subpoenas were issued in recent days and represent an effort by the Justice Department to press forward with the investigation even as a Florida-based career prosecutor who’d been helping lead the inquiry left the case after expressing doubts about the legal viability of a potential prosecution.

A former Justice Department lawyer who served as a top prosecutor in the 1980s and later supported legal efforts by President Trump to overturn his 2020 election loss has since been sworn in to serve as a special counselor to the attorney general, and is expected to work on the investigation.

The months-old Brennan investigation is one of several criminal probes the Justice Department has opened over the last year against Trump’s perceived adversaries. It centers on one of the Republican president’s chief grievances — a U.S. intelligence community finding that Russia interfered on his behalf during his successful 2016 presidential campaign.

The subpoenas were described by people with knowledge of them who spoke on condition of anonymity to the Associated Press to discuss an ongoing criminal investigation. At least three were said to have been issued, said two of the people. CBS News earlier reported the issuance of subpoenas.

Brennan served as CIA director under President Obama and was in that role when the intelligence community in January 2017 published an assessment detailing Russian interference aimed at helping Trump defeat Democratic nominee Hillary Clinton in 2016. An investigation led by special counsel Robert S. Mueller III concluded that Russia meddled on Trump’s behalf and that his campaign welcomed the assistance, but it did not find sufficient evidence to prove a criminal conspiracy.

The Justice Department last year received a criminal referral from Rep. Jim Jordan of Ohio, the Republican chairman of the House Judiciary Committee, alleging that Brennan made false statements before the panel in 2023 about the preparation of the intelligence community assessment. Brennan and his lawyers have vigorously denied any wrongdoing.

The investigation has been unfolding for months in Florida, with investigators having lined up interviews and issued subpoenas for records. The latest subpoenas seek grand jury testimony in Washington, an indication that prosecutors expect they would have to bring any criminal case in Washington since that is where Brennan’s testimony took place.

On Friday, it was revealed that a key national security prosecutor in Florida who’d been handling the investigation, Maria Medetis Long, left the case. She expressed doubts about the case and was removed, another person familiar with the matter said.

The Justice Department since then has tapped Joseph diGenova, 81, a Trump loyalist who served as the U.S. attorney in Washington for part of the 1980s, to serve as a special counselor to the attorney general. He was sworn in Monday in Florida and is expected to work on the Brennan investigation.

DiGenova supported Trump’s false claims that the 2020 election was stolen from him. He made headlines that year when he said Chris Krebs, a top Trump administration cybersecurity official who said the election was not tainted by fraud, should be killed. DiGenova later apologized and a lawsuit filed against him by Krebs was withdrawn.

Tucker writes for the Associated Press. AP writer Alanna Durkin Richer in Washington contributed to this report.

WASHINGTON — The Justice Department on Tuesday asked a federal appeals court to throw out the seditious conspiracy convictions of Proud Boys and Oath Keepers leaders who were sentenced to prison terms for leading members of the far-right extremist groups in attacking the U.S. Capitol to keep President Trump in the White House more than five years ago.

Trump commuted the prison sentences of several Proud Boys and Oath Keepers leaders in January 2025 in a sweeping act of clemency for all 1,500-plus defendants charged in the Jan. 6, 2021, attack.

The request by the Justice Department would go a step further and erase the convictions for the extremist group leaders, including Oath Keepers founder Stewart Rhodes.

In court filings, prosecutors asked the U.S. Court of Appeals for the District of Columbia Circuit to vacate the convictions so that the government can permanently dismiss the indictments.

“The government’s motion to vacate in this case is consistent with its practice of moving the Supreme Court to vacate convictions in cases where the government has decided in its prosecutorial discretion that dismissal of a criminal case is in the interests of justice — motions that the Supreme Court routinely grants,” prosecutors wrote in a court filing signed by U.S. Atty. Jeanine Pirro.

Juries in Washington convicted the Proud Boys and Oath Keepers leaders of orchestrating violent plots to stop the peaceful transfer of power after Trump’s 2020 election loss to Democratic President Biden.

Kunzelman and Richer write for the Associated Press.