merger

California AG Bonta open to Warner Bros. settlement talks if Paramount ‘stops playing games’

California Atty. Gen. Rob Bonta made it clear Tuesday he holds the power to extract major concessions in the battle over the proposed Paramount-Warner Bros. merger.

A day after canceling settlement talks, Bonta said he remains open to meeting with Paramount Skydance executives to find remedies to resolve the antitrust lawsuit stalling David Ellison’s $111-billion takeover, but called on the company to end its “amateur hour” conduct.

“If you want to have an adult, legitimate, serious settlement discussion — no problem,” Bonta said during an appearance in Los Angeles. “But if you want to play games, we’ve got better things to do.”

The attorney general, who is leading the coalition of 12 states that filed an antitrust lawsuit to block the merger, repeated his stance that Paramount must make significant concessions to end the court battle — such as selling cable television channels. However, Ellison has been resistant because his company will need the steady cash-flow from Warner’s basic cable channels, including TBS, TNT and CNN, to make payments on $80-billion in debt Paramount will take on to finance the industry-reshaping deal.

Ellison’s promise to release 30 movies a year, following the merger, won’t cut it, the attorney general said.

Bonta, who was speaking at press conference to highlight public safety, expressed frustration with Paramount afterweeks of drama.

Paramount first threatened to leave California if Bonta continues to wage his court battle. Then, on Friday, Paramount accused actor Mark Ruffalo (a staunch deal critic) of making antisemitic comments, prompting prominent Jewish organizations to join the fray. One Jewish leader suggested Bonta was in cahoots with Ruffalo.

That wasn’t the issue, Bonta said, specifically pointing to leaks about the settlement talks that appeared in various news outlets.

Some reports suggested Bonta’s office sought the negotiations amid withering political pressure. Gov. Gavin Newsom, Los Angeles Mayor Karen Bass and Xavier Becerra, the Democratic nominee for governor, have separately urged a settlement to end the antitrust fight.

Bonta set the record straight: “Paramount reached out to us to have settlement discussions,” he said. “They asked for them.”

Bonta’s beef was that the substance of the nascent negotiations appeared in newspaper articles despite both sides agreeing to hold confidential talks, Bonta said, adding that crossed the line. The Wall Street Journal reported that California’s top prosecutor planned to ask Paramount for agreements to keep Warner Bros. and the Paramount Pictures film studios separate units as well as an agreement to sell some cable channels.

“We thought they were reaching out to us in good faith … unfortunately, they violated the rules of engagement,” Bonta said. “They leaked lies to the press while we were in settlement negotiations. That’s not okay … That is amateur hour.”

Paramount declined to comment. On Monday, Paramount denied it was the source of the leaks.

Bonta’s comments appeared as a show of strength after major court wins.

The coalition of attorneys general, who also represent New York, New Mexico, Colorado, Nevada and Oregon, last month won a temporary restraining order that blocked Paramount from closing the deal. Rather than lose in a hearing over a more consequential preliminary injunction, Paramount voluntarily agreed that it would not finalize the transaction until after the trial or by June 1, whichever date comes first.

U.S. District Court Judge Araceli Martínez-Olguín set a March 2 trial, which was in line with the plaintiff states’ request. Paramount had lobbied for a November date.

“We are winning in this lawsuit,” Bonta said. “They have eight of the biggest law firms in the country, making every imaginable argument under the sun. And they lost, the judge said: ‘You are likely to lose this case’… the states are likely to succeed on the merits.”

For now, no new settlement talks are scheduled.

Bonta expressed an openness to finding a truce.

“If they are willing to clean things up, put a lid on their lying leaks and engage in a way that is sincere and in good faith, we will be where we always are … happy to meet,” Bonta said.

Staff writer Kevin Rector contributed to this report.

Source link

Prominent Latino group blasts proposed Paramount-Warner merger

A prominent Latino group is raising fresh concerns about Paramount Skydance’s proposed acquisition of Warner Bros. Discovery, saying the blockbuster deal would crush Latino workers and small businesses that support Hollywood.

In an open letter to California Atty. Gen. Rob Bonta, the League of United Latin American Citizens urged the state’s top prosecutor to continue his legal fight to block Paramount’s proposed $111-billion takeover of the media company that owns HBO, CNN, HGTV and the Warner Bros. film and television studios.

“No state has more to lose from this disastrous merger … than California,” LULAC National President Roman Palomares and Chief Executive Juan Proaño wrote in the six-page letter sent to Bonta late Sunday.

Thousands of jobs would be lost, and Latino voices could be squelched should the deal go through as it is drawn, the LULAC leaders said.

“The current form of the consolidation would have a devastating and unacceptable impact on Latinos, including those who reside in the Los Angeles community,” they wrote, noting Latinos make up 40% of the state’s population and nearly half of Los Angeles County, where HBO and the Paramount and Warner Bros. studios are based.

At least 4,500 jobs in Southern California would be lost if the merger goes through, according to a 120-page report last week from Los Angeles County’s economic office.

Paramount’s proposed merger has carved deep divisions and become increasingly contentious.

In recent days, Gov. Gavin Newsom, Los Angeles Mayor Karen Bass and Democratic gubernatorial nominee Xavier Becerra publicly pressured Bonta to settle the lawsuit to avoid a drawn-out court fight.

Politicians have been reacting to Paramount’s threat to move its studio, and potentially Warner Bros., from Hollywood to Tennessee or Texas unless Bonta backs down.

Theater owners and two major Hollywood unions — the Directors Guild of America and the International Alliance of Theatrical Stage Employees — have joined the parade pleading for a settlement. But the Writers Guild of America and Teamsters have steadfastly opposed the merger, warning about its potential impact on working writers and film crews.

Paramount Chief Executive David Ellison was set Monday to meet Bonta and others representing the 12 states that sued to block the transaction. But Bonta abruptly canceled the mediation session, accusing Paramount of “playing games,” leaking details and making misrepresentations about the talks despite agreeing to keep them confidential.

Paramount later denied that it was the source of the leaks.

Paramount didn’t immediately comment on the LULAC letter, but previously has touted the merger as a way to build a stronger competitor amid a pullback in local production. The company said it would “invest $30 billion annually in production and release at least 30 films a year,” a commitment that would lead to “more jobs over time, and ultimately, a stronger, more durable entertainment industry for generations to come.”

“To have it thrown in your face that Paramount will leave Los Angeles if they don’t get what they want is really just tantamount to a threat … one that will be devastating to Latinos,” Proaño said in an interview with The Times.

“There is a significant number of small businesses — Latino small businesses — and Latino residents, employees and workers that support this industry,” Proaño said. “We’ve been invisible, we’ve been silent — but we wanted to make sure that LULAC is not silent in this moment.”

In its letter, LULAC pointed to Hollywood’s most recent mergers, including Discovery’s 2022 acquisition of WarnerMedia from AT&T, saying such tie-ups underscore how media consolidation tramples over Latino voices, particularly when companies resort to job eliminations and other cost cuts to balance the expense of a corporate takeover.

After Warner Bros. Discovery Chief Executive David Zaslav took the helm, his company plodded through years of turmoil and massive layoffs. The movie “Batgirl,” which was set to feature a young Afro-Latina as lead actor, was shelved to gain tax benefits. Warner also canceled “Gordita Chronicles,” a TV show about an immigrant Dominican family, despite solid viewership.

Latino families make up “a significant portion of the film and television industry audience,” the letter said, adding that Motion Picture Assn. data show Latinos annually attend more movies per person in theaters than any other demographic group.

“Hollywood returns almost nothing for that loyalty,” the letter said. “Latino characters filled only 5 percent of speaking roles across 1,300 top-grossing films.”

“These and other harms are not collateral to the antitrust case,” LULAC’s letter said. “They are consequences of the diminished competition that will result. Every studio absorbed by a rival is one fewer buyer for a script, one fewer employer for a crew and one fewer distributor willing to bet on a story its franchise slate does not need.”

Warner Bros. Discovery nearly drowned in debt that it took on to finance its $43-billion buyout from AT&T in 2022. Ellison’s proposed Warner Bros. takeover also will be heavily leveraged with nearly twice the debt that resulted from Zaslav’s previous deal.

David Ellison has lined up nearly $80 billion in debt financing to buy out Warner investors. The tech scion is relying on a guarantee from his billionaire father, Oracle co-founder Larry Ellison, and $24 billion in equity financing from three Middle Eastern sovereign wealth funds, representing the royal families of Saudi Arabia, Qatar and Abu Dhabi.

The deal comes one year after the Ellison family bought Paramount, which had been on the ropes because of significant under-investment over the years.

“Paramount followed the same script: within months of closing its Skydance merger in August 2025, it laid off roughly 2,000 employees, about ten percent of its workforce, just after dismantling its diversity programs earlier that year,” the LULAC letter reads.

“This time, Zaslav’s going to walk away with a billion-dollar parachute and Paramount may end up with these crown jewels assets when it comes to movie-making and television programming,” Proaño said.

Source link

California AG cancels planned meeting over Paramount-Warner Bros. merger

California Attorney General Rob Bonta walks to speak to press in front of the Supreme Court in Washington, D.C., on November 5. On Sunday, he accused Paramount of leaking details about a meeting the state had with the company on Friday. File Photo by Annabelle Gordon/UPI | License Photo

Aug. 24 (UPI) — California Attorney General Rob Bonta said he canceled a planned sit-down meeting with Paramount to discuss the company’s attempt to merge with Warner Bros. Discovery after details from an earlier meeting leaked.

Bonta accused Paramount of acting in bad faith in a statement issued Sunday night to The New York Times and Deadline.

“Not only did Paramount leak the alleged substance of settlement discussions, but they misrepresented these discussions, demonstrating a lack of good faith,” he said. “As soon as Paramount stops playing games and engages sincerely, my office is happy to meet again.”

Bonta is one of 12 attorneys general who sued in July to block the proposed $111 billion merger of Paramount and Warner Bros., saying it would undermine competition in the entertainment industry, increase costs for consumers and put jobs at risk.

The lawsuit came one month after the Justice Department approved the planned merger, saying it doesn’t harm consumers in the United States.

State officials met with Paramount representatives on Friday to set the agenda for Monday’s scheduled meeting. California Gov. Gavin Newsom confirmed the meeting happened Friday, Deadline reported. The entertainment news outlet said it learned of the meeting from multiple sources.

The Times reported that state officials and Paramount representatives sought to work toward negotiations after the company threatened to leave California and Newsom said he wanted a settlement in the case.

NTT IndyCar Series Drivers Scott Dixon (R) and Graham Rahal (L) pose with first lady Melania Trump during an event in the Rose Garden of the White House on Thursday. The first lady announced that a $2 million donation from IndyCar and Fox Corporation will fund Fostering the Future scholarships at Indiana University and Purdue University to expand academic opportunities for individuals transitioning from foster care. Photo by Bonnie Cash/UPI | License Photo

Source link

LA County warns that Paramount-Warner merger could erase thousands jobs

Paramount Skydance’s proposed $111-billion takeover of Warner Bros. Discovery could result in 4,500 jobs eliminated in Los Angeles over a three-year period, according to a new report.

Los Angeles County supervisors earlier this year wanted to explore the potential economic impact of David Ellison’s proposed union of two historic Hollywood studios. The report, completed this week by CVL Economics, paints a sobering picture of the potential aftermath of the debt-laden deal, including the prospect of an estimated $1.26 billion in lost wages.

“Los Angeles County’s film and television economy is already undergoing a significant structural contraction,” the report said. “The proposed merger of Warner Bros. Discovery and Paramount Skydance introduces an additional source of risk into that already changing market.”

California Atty. General Rob Bonta is leading a coalition of 12 states attempting to block the merger on antitrust grounds. A trial has been set for March. Paramount and other groups, including cinema chain owners and some Hollywood unions, have agitated for a settlement to curtail months of uncertainty over whether the deal will go through.

The proposed merger has been controversial in Hollywood due to fears of widespread layoffs. The Writers Guild of America has brought its own lawsuit to thwart the deal.

The goal of the county’s report was to provide “a comprehensive assessment of the merger’s production workforce implications,” amid the ongoing decline of L.A. based film and television production work. Los Angeles has witnessed the elimination of more than 50,000 entertainment jobs since 2022.

The 120-page report, from the county’s Department of Economic Opportunity and Film Office and requested by Supervisor Lindsey Horvath, found that more than 15,000 corporate roles would be at risk, including an estimated 2,495 jobs based in Los Angeles County.

The two companies would have an overlapping workforce within its linear cable channel divisions, film and television studios, streaming operations and corporate functions, including marketing, technology and advertising sales.

“Effects on crews, crafts, post-production personnel, vendors, and production-serving small businesses,” could also be substantial, the report said.

Paramount, in a statement, said the report highlighted the industry’s troubles and made a case for the merger.

“LA County’s own economic report underscores what we have been saying all along: our industry is in decline, production is down and jobs are being lost — and lost for good if we don’t act,” Paramount said. “Our plan to invest $30 billion annually in production and release at least 30 films a year.”

That commitment, Paramount said, would lead to “more jobs over time, and ultimately, a stronger, more durable entertainment industry for generations to come.”

Paramount has received clearances from the U.S. Justice Department and 65 other regulators around the globe to complete the merger.

For now, Bonta’s lawsuit is standing in the way.

Paramount has promised investors the deal would lead to at least $6 billion in cost savings through the consolidation of operations. The company has said the merger would ultimately be good for consumers and workers because a combined Paramount-Warner Bros. would have greater resources to compete with tech giants that are investing heavily in entertainment.

But the report pointed to the high level of debt that Paramount would have to take on — nearly $82 billion — to buy the stock of Warner Bros. Discovery shareholders to finalize the takeover.

“If revenues underperform or planned savings prove more difficult to achieve, pressure to identify additional cost reductions could increase,” the report said.

The two companies already are carrying substantial interest costs due to their existing debt structures. “In the quarter ended June 30, 2026, the two companies reported a combined $712 million in operating income and $737 million in net interest expense,” the report said, meaning that the companies were producing less profit than what was needed to support their debt obligations.

Despite Paramount predicting cost savings and reduction in debt over time, “those savings will take several years to fully realize,” the report said.

Paramount Skydance CEO David Ellison.  (Photo by PATRICK T. FALLON/AFP via Getty Images)

David Ellison was hoping to wrap up his $111-billion merger with Warner Bros. by September.

(PATRICK T. FALLON/AFP via Getty Images)

Television production in Los Angeles could be especially vulnerable, in large part, because Paramount and Warner Bros. already have moved most of their feature film projects outside of L.A. High levels of TV production continues at Warner Bros. complex in Burbank and Paramount’s and CBS’ soundstages in Hollywood and Santa Clarita.

“The economic impact extends well beyond employment,” with an expected elimination of $547 million in tax revenue, including $78.6 million in local taxes, the report said.

It noted that Warner Bros. and Paramount films were “particularly employment-intensive.”

“Their theatrical releases carry 2.74 times as many screen credits as the average theatrical release, while their streaming films carry twice as many,” the report found.

The document also highlighted a pre-existing pull-back in production at the two studios in recent years — something that Ellison plans to correct.

Paramount was struggling to remain solvent prior to the Ellison family’s purchase of the media company last year. Warner Bros. had scaled back offerings following Discovery’s $43-billion takeover of WarnerMedia in 2022 as it struggled to contain the debt from that deal.

“Between 2019 and 2025, Warner Bros. Discovery and Paramount accounted for a net reduction of approximately 195 major U.S. releases,” the report said. At the same time, other major distributors combined “added about 67 projects.”

Ellison is looking to finalize his massive Hollywood deal — folding CNN, HBO, TBS, Food Network and the Warner Bros. film and television studios under Paramount — as quickly as possible. He must hold together Paramount’s coalition of financiers and manage rising expenses, primarily legal fees and escalating obligations to Warner shareholders.

The state attorneys general, including from Colorado, Oregon, Nevada, Washington and New York have argued that the blockbuster merger — the largest in Hollywood in decades — would violate the century-old Clayton Antitrust Act.

Paramount hoped the trial over Bonta’s lawsuit would begin in November but U.S. District Judge Araceli Martínez-Olguín set the trial for March 2.

If the deal goes forward, just four studios — a post-merger Paramount-Warner, Disney, NBCUniversal and Sony Pictures — would control 86% of movies that are widely released (in more than 3,000 movie theaters), according to the attorneys general lawsuit. Paramount has argued that projects from Amazon MGM, Netflix and Apple should be included because they compete with the traditional companies for talent and audiences.

Paramount-Warner Bros. would also own more than 50 cable channels, including HGTV, Animal Planet, BET, MTV and Comedy Central.

Source link

Paramount demands $1.9 billion from states, citing Warner deal delays

David Ellison’s Paramount Skydance has asked a judge to force California Atty. Gen. Rob Bonta and his coalition of 11 other states to prepare to set aside as much as $1.9 billion as the Warner Bros. Discovery merger challenge heads into overtime.

In Monday’s court filing, Paramount requested the plaintiff states, including New York, Colorado, Oregon and Nevada, as well as the Writers Guild of America, post a bond that would cover the “ticking fees” Paramount promised to pay Warner shareholders should the deal stretch beyond its anticipated September close.

Ellison was confident his proposed Warner takeover would sail through its regulatory clearances. President Trump’s Justice Department approved the merger in June, as have dozens of other countries.

The states would not be required to pay the full $1.9 billion upfront. Instead, they would have to come up with a portion of that amount by Sept. 30. Should the Democrat state attorneys general and WGA lose their lawsuits, they would ultimately have to pay the full amount.

Monday’s court filing highlights Ellison’s frustrations and the financial pressures that deal delays will bring the media company. The filing also continues Paramount’s full-court political pressure campaign to get Bonta and the other states to abandon their antitrust lawsuit.

Paramount did not expect such a spirited challenge from Bonta and the 11 other Democratic state attorneys general who banded together with the WGA to try to block the $111-billion merger of two historic Hollywood studios.

Paramount’s 23-page filing, signed by former high profiile federal prosecutor Danielle Sassoon, was intended to rattle the states.

Paramount is trying to create divisions among the plaintiff states by prompting them to question their resolve in fighting a protracted and potentially expensive legal battle, according to a person familiar with Paramount’s strategy who was not authorized to speak publicly.

Because WGA has separately sued to unravel the deal, Paramount has asked the judge to have the union post a bond to cover some of the costs, too.

In its motion, Paramount cited the Clayton Antitrust Act, which is the foundation for Bonta’s lawsuit. The law carries a provision to require plaintiffs to post a bond to cover the potential financial harms of halting a transaction.

The bond gives a defendant, in this case Paramount, a way to recover lost funds should they ultimately prevail in court.

U.S. District Judge Araceli Martínez-Olguín will be asked to rule on the request during a Wednesday court hearing.

“We have satisfied all closing conditions under our merger agreement, having received regulatory clearances from 68 jurisdictions,” Paramount said in a statement. “These two lawsuits are the only barrier to closing this transaction.”

Paramount is incurring considerable legal fees and deal-related costs.

The company cited a potential eight-month merger delay because Martínez-Olguín scheduled the trial for March 2. If the case goes to trial, it might not be decided until next May.

At issue are the “ticking fees” that Paramount in February agreed pay to Warner investors should the merger be delayed . Paramount agreed to pay $.25 a share for every quarter until the acquisition finalizes.

The fees add up to $7 million a day, or $650 million per quarter.

Paramount is facing a June 4 deadline to close the deal. That’s when Warner Bros. Discovery can demand a $7-billion break-up fee.

Paramount wants to get the deal done as soon as possible, and with the approval of Mexican regulators last week, only Bonta and the states’ lawsuit stands in their way.

Paramount also is cognizant of shifting winds in Washington should Democrats regain control of Congress in November, which could bring fresh scrutiny to the merger .

Ticking fees weren’t the only costs of the extended timeline.

“There will be no integration and no ramped-up investment in content, production, and creative talent by the combined company,” Paramount said . “Employees of both Paramount and WBD are also harmed by the uncertainties caused by the delay.”

Last week, the Directors Guild of America and the International Alliance of Theatrical Stage Employees — which represent a combined 200,000 union members — waded into the clash over the merger, which continues to carve deep divisions throughout the industry.

“We remain confident that plaintiffs’ case is without merit and will defend our pro-competitive transaction in court,” Paramount said. “We look forward to closing this transaction and delivering its benefits to consumers and entertainment industry workers in California, the United States and around the world.”

Source link

California regulators approve $34.5-billion Charter-Cox merger

California regulators have approved the sale of Cox Communications to cable giant Charter Communications — the final hurdle in a marathon review to clear the $34.5-billion cable consolidation.

With Thursday’s sign-off by the California Public Utilities Commission, the mammoth merger is expected to close next week.

The deal will make Charter’s Spectrum the dominant broadband internet and cable television service in Southern California, with millions of customers scattered throughout Santa Barbara, Bakersfield, Los Angeles, Palos Verdes Estates, Newport Beach, Irvine, Riverside and San Diego.

Charter’s acquisition of Cox, unveiled 15 months ago, will solidify Charter’s status as the nation’s largest cable company, eclipsing Philadelphia-based Comcast Corp., which serves San Francisco and other Northern California communities.

“This transformative deal will benefit millions of consumers who will soon have access to greater value and opportunities to save, including our fully converged mobile-broadband bundle savings guarantee, combined with our industry-leading Customer Commitment and the 100% U.S.-based sales and service employees Spectrum is known for,” Charter said in a statement.

After weeks of behind-the-scenes wrangling, the CPUC voted unanimously to approve two settlement agreements with Charter that allow the merger to move forward. The agency attached conditions that it hopes will protect consumers and expand broadband access.

“This decision secures significant commitments that will benefit Californians through expanded affordable broadband options, major infrastructure investments, improved customer protections, and meaningful support for digital inclusion,” Commissioner Matthew Baker, who helped negotiate the agreements, said in a statement.

Federal regulators approved the deal months ago, as had other state regulators.

“This proceeding was a heavy lift for everyone,” Commissioner Darcie L. Houck acknowledged during Thursday’s hearing, which was held in San Francisco.

Through the settlements, Houck said she hoped Charter would address a disparity in which low-income residents are often stuck with higher phone and internet bills than residents in more affluent areas. Higher-income neighborhoods often benefit from increased competition as multiple providers jockey for business.

“There are many areas of the state that do have low-income communities that are paying higher costs for telecommunication services,” Houck said. “I’m hopeful that the provisions in this settlement agreement will help ensure more equity in pricing.”

Atlanta-based Cox has long been viewed as a lucrative prize. In addition to serving coastal communities in Southern California, it also has customers in growing population hubs such as Las Vegas, Phoenix and Tucson.

To win CPUC approval, the Stamford, Conn.-based cable giant agreed to offer more affordable packages for low-income residents, including several tiers of the California LifeLine service, for up to five years.

Advocates had pushed for a longer commitment.

Charter promised to invest $30 million in education and awareness initiatives in California, including community outreach and digital literacy training. In addition, Charter agreed to spend at least $275 million on upgrades to its equipment in its existing Spectrum service area — including completing a 1-gigabit service buildout — within three years.

The company also must provide free broadband and Wi-Fi service for dozens of eligible community centers, including schools and libraries.

Spectrum will be required to provide automatic bill credits for customers for qualifying service outages that last at least two hours. And the company must honor eligible “price for life” service agreements held by some residential subscribers.

Charter Chief Executive Chris Winfrey has told investors that his firm was aiming to close the merger this month. Several commissioners noted the looming deadline as they opted for the settlement that Baker helped negotiate.

Regulators said the two companies generate more than $10 billion in revenue from their California customers. In addition to serving more than 5 million homes, they also provide telephone service to 1.5 million subscribers in the state.

Cox utility trucks in Springfield, Virginia. (Photo by Kevin Dietsch/Getty Images)

California regulators have approved Charter’s $34.5-billion purchase of Cox Communications.

(Kevin Dietsch / Getty Images)

After the deal closes, Cox customers will be switched to Spectrum service, most likely by mid-September. They should also get SportsNet LA — the Dodgers’ television channel — as part oftheir lineups.

For more than a decade, Cox has refused to carry the channel, owned by the Dodgers organization, due to its high license fee — leading to one of the television industry’s longest blackouts.

Source link

Hollywood unions split: DGA, IATSE seek settlement while WGA fights to block Paramount-Warner merger

Citing Hollywood’s already struggling production economy, two influential industry unions have jointly called on Paramount Skydance Chairman David Ellison and California Atty. Gen. Rob Bonta to settle their antitrust fight.

The Directors Guild of America and the International Alliance of Theatrical Stage Employees — which represent a combined 200,000 union members — are turning up the political pressure to try to resolve the clash over the Paramount-Warner Bros. merger, which has already carved deep divisions throughout the industry.

The DGA and IATSE’s unusual missive comes as Paramount has been trying to drum up support for the deal and while
development projects reportedly are being put on hold. Paramount executives and others have decried the delay in deciding whether the deal moves forward. Bonta and Paramount are now poised to slug it out in an Oakland courtroom next spring.

“Our collective members are concerned about their futures, and the future of the industry,” DGA Executive Director Russell Hollander and IATSE President Matthew D. Loeb wrote Thursday in their three-page letter to Ellison and Bonta.

“We are aware of productions that have been put on hold or canceled altogether, leading to further reductions in available work for our members and other industry workers,” the letter reads in part.

The effort adds heat to a growing campaign urging Bonta to bend in his fight to block the industry- reshaping deal that would combine the Warner Bros. and Paramount film and television studios, HBO, CBS, CNN, HGTV and Comedy Central.

Earlier this week, California’s Democratic gubernatorial nominee, Xavier Becerra, said he favored a settlement. Republican Steve Hilton has decried the antitrust lawsuit as being politically motivated.

Gov. Gavin Newsom, who leaves office next year, has stayed above the fray.

Paramount and Bonta’s office didn’t immediately comment.

The Writers Guild of America last month joined Bonta’s coalition of state attorneys general in filing lawsuits to upend the $111-billion transaction, saying the Paramount-Warner combination violates U.S. antitrust laws and would decimate the entertainment industry by erasing jobs and reducing pay.

At issue is the $81 billion in debt that Ellison would have to take on to pay Warner Bros. Discovery shareholders for the keys to the studios and HBO.

WGA leaders and others have warned that level of debt would choke the two historic studios, creating a more devastating sequel to 2019‘s combination of the Disney and Fox studios, and the 2022 takeover of Warner Bros. by Discovery.

The union leaders conceded they weren’t merger fans, and they stopped well short of asking Bonta to throw in the towel.

Instead, they listed nine conditions — including requiring Paramount to maintain its operations in Hollywood and a commitment to make film and television shows in the U.S. — as part of any settlement.

The unions want Ellison to make an enforceable commitment that Paramount and Warner Bros. studios each release 15 films into theaters a year. They also want a 45-day theatrical window so that cinema chains can continue their rebound.

Some of the DGA and IATSE terms may be difficult for Ellison to swallow. Already, Paramount is looking to shave expenses to come up with the $81 billion promised to Warner Bros. shareholders. Sources have said Ellison’s suggestion to move Paramount from its picturesque Hollywood campus is designed, in part, to attract financial incentives from another state, such as Tennessee, eager to help with a relocation.

Among the conditions, the DGA and IATSE asked that Paramount’s and Warner Bros.’ motion picture units be kept as “as separate studios, with each studio maintaining its own production, distribution, marketing and exhibition groups as distinct divisions.”

One of the goals of the merger is to shave costs by consolidating overlapping business divisions and back-office functions.

The union leaders also want Warner Bros. television studio to operate independent from the Paramount and CBS production arms. They called on HBO to remain a linear television channel and available on third-party platforms, including Amazon.

Loeb and Hollander’s requests are designed to keep production jobs in the U.S.

They asked Ellison to commit to producing films and TV shows in the U.S. “at no less than the average percentage produced in the United States during the last five years” excluding 2020, the pandemic year, and 2023, when two strikes idled production.

“Our goal, with respect to the proposed merger, has always been to achieve an outcome that ensures a vibrant, competitive marketplace for the production, distribution, and licensing of film and television programming that serves the interests of consumers and filmmakers alike,” Hollander and Loeb wrote.

“We believe that these conditions, if secured through a binding agreement, will largely serve this purpose,” the said.

Bonta previously has said his preference would be structural remedies — divesting key business units — rather than “behavioral” compromises that could evaporate soon after the merger closed.

Should the two sides fail to hash out a settlement with conditions, Loeb and Hollander asked Ellison and Bonta to seek an earlier trial date for the legal showdown.

A federal judge set a March 2 date — despite Paramount’s request to hold the proceedings in November.

Source link

In Paramount merger, law and politics collide

It’s hard being a global titan these days, when despite beaucoup bucks spent bending government to your will, any little ant of a state attorney general can crawl up your pant leg and bite.

Just ask David Ellison.

After, well, the world seemingly fell in line with his long-planned $110-billion merger of Paramount Skydance and Warner Bros. Discovery in recent weeks, a dozen state attorneys general, led by California’s Rob Bonta, have stymied the deal with a so-far-successful lawsuit that has put the whole thing on ice.

That has Paramount, and presumably Ellison, big mad-sad. So much so that a company lawyer this week suggested Paramount could move out of California if Bonta doesn’t back down.

For those of us in the cheap seats, the whole plot of the Paramount merger has become so convoluted and nebulous it‘s hard to follow exactly what’s going on, and what it all means.

So let’s pull back, and take a big-picture look at what’s happening and what’s at stake — legally and politically.

Legally pretty good

First, the recap: Paramount and Warner Bros. Discovery have been trying to merge since 2024. European regulators, along with those in other countries, cleared the deal, with some conditions in place.

U.S. regulators also backed the deal (which was not surprising considering Paramount went out of its way to court Trump, maybe even settling a multimillion-dollar suit and canning Stephen Colbert as part of that), making it seem like it was all but done.

Then, recently, 12 state attorneys general led by Bonta sued to stop the merger on antitrust grounds and won a temporary restraining order.

So why did the states sue?

Trump’s idea of regulation seems to be to OK anything he likes, or that personally benefits him. Therefore, “the states have come in and played a really important role, since the DOJ has basically walked away from a lot of interest enforcement,” said George Hay, a professor of law and economics at Cornell University. “The states take this really seriously.”

While there have been lots of angles on this merger in the media (including concerns over foreign investments), the antitrust lawsuit is really fairly narrow — the main argument is that the merger will “kill off theaters,” Hay said, and hurt consumers and creators.

Bonta has pointed out that after the merger, the new Paramount would control about 27% of films released into theaters in the U.S., along with basic cable distribution.

David Ellison, chairman and chief executive of Paramount Skydance, speaks at a New York event in April.

David Ellison, chairman and chief executive of Paramount Skydance, speaks at a New York event in April.

(Noam Galai / Getty Images for Paramount)

On those narrow grounds, “the states have done a good job putting together a credible case, a case that a court’s likely to regard as being plausible,” said William Kovacic, a professor of law at George Washington University.

While the lawsuit is only in preliminary stages, Harry First, a professor of law emeritus at New York University and an expert in antitrust matters, said it has a “decent chance of succeeding.”

That has to worry Paramount, because a long, drawn-out court case is bad for business.

“If you go through appeals, it means that your transaction hangs suspended in the air for a couple of years,” Kovacic said. “It creates all sorts of uncertainty about the future direction of the business.”

The issues that don’t matter, but actually do

Paramount also has PR headaches involved with this deal, though they largely lie outside the scope of the legal action.

Whether or not CNN would retain its editorial independence has been a huge topic of debate. Ellison’s dad, billionaire Larry Ellison, is a huge F.O.T. (friend of Trump) with a hard-right tilt.

The younger Ellison has already been accused of destroying the integrity of “60 Minutes.” Many fear (or hope, depending on their politics) that he will do the same to CNN. But that’s not really an antitrust issue, although Ellison has tried to claim this is political persecution by liberal states.

There’s also been talk from labor unions and some politicians that the merger will hurt workers, which seems like a reasonable fear. In general, First points out, less competition leads to more power for the remaining owners to set the terms of employment.

Again, that’s not what the lawsuit is actually focused on.

Politics front and center

But both of those issues have become popular talking points, more prevalent than the actual issues in the lawsuit.

That reality is creating a political headache for some big political heads, including California Gov. Gavin Newsom and governor-in-waiting Xavier Becerra, who are increasingly receiving pressure from Paramount to make this all go away.

That thumbscrew campaign lost all subtlety this week at a Politico event in Sacramento, where Paramount’s chief legal officer Makan Delrahim said the company would consider leaving the state.

“If I was governor, I wouldn’t want to lose Hollywood from the state. I wouldn’t want to lose a major company like Paramount to another state,” Delrahim said.

Both Newsom and Becerra in recent days have indicated they would prefer some sort of settlement, avoiding a long legal battle that could kill the deal entirely.

NYU’s First sees that as “the weakness of Democrats who say they don’t like concentration and they don’t like concentration in the media and they don’t like companies getting bigger and bigger, and then they fold when the companies have political power.”

Let’s look at that power more closely, though, because if you recall, there are 11 other attorneys general in this suit, including from powerful states such as New York and Colorado.

That means “California doesn’t necessarily dictate what will happen to the case,” Hay said. “It may well be Ellison will twist Newsom’s arm to get Newsom to twist the attorney general’s arm to call off the case or take a very favorable settlement, but it doesn’t kick the other states out.”

While Bonta, at the same Politico event, said he’s had private conversations with Newsom on the issue, he also doesn’t seem interested in folding.

“In a span of weeks, Paramount agreed to halt the merger until a court decision or until June 2027, asked for a November trial, and is now back with another attempt to blackmail the state into letting an illegal deal through. Paramount has lost the plot as it continues to lose in court. It didn’t work the first time — on the eve of our July lawsuit — and it won’t work this time,” Bonta said in a recent social media post.

Don’t forget, Bonta has his own aspirations for governor, and Hay points out that AGs often see antitrust cases as “a political stepping stone” because they are popular with voters.

So what’s next?

As the lawsuit is currently written, First and other legal experts agreed this would be a hard case to settle because it doesn’t leave a lot of room for dealmaking.

That, of course, doesn’t mean a deal couldn’t be done.

But it’s unlikely Ellison will force California to crumble with so many other states in the game, no matter how many threats Paramount drops, and unlikely the merger will escape this lawsuit without concessions that the attorneys general can cite as victories.

What else you should be reading
The must-read: ICE to outfit officers with gloves that can deliver electric shocks
The California angle: Nick Reiner lay in wait before killing his parents, prosecutors allege
The L.A. Times Special: Live updates: Bob Iger, Joshua Kushner agree to buy Lakers for $12.5 billion
Stay Golden,
Anita Chabria


Was this newsletter forwarded to you? Sign up here to get it in your inbox.

Source link

House Democrats increase scrutiny of Paramount merger

David Ellison, Paramount CEO, arrives on the red carpet in 2025 for the Kennedy Center Honors at the Kennedy Center in Washington D.C. House Democrats, led by Rep. Jamie Raskin, D-Md., are escalating scrutiny of Ellison’s planned Paramount Skydance acquisition of Warner Bros. Discovery. File Photo by Bonnie Cash/UPI | License Photo

Aug. 12 (UPI) — Democrats in the U.S. House of Representatives are escalating their criticism of Paramount Skydance’s attempt to acquire Warner Bros. Discovery, with one lawmaker accusing the Paramount CEO of “colluding” with President Donald Trump and his administration.

Rep. Jamie Raskin, D-Md., the top Democrat on the House Judiciary Committee, sent Paramount CEO David Ellison, a letter Wednesday, inviting him for an interview to “answer the committee’s questions about your Donald Trump-enabled shopping spree to consolidate news organizations, movie studios, cable channels and streaming stations.”

Raskin opened his letter referring to a New York Times opinion piece by Ellison in which the CEO defended the deal and said he would stay silent “no more.”

“This is great news,” Raskin wrote. “Over the past 12 months, I have sent you four letters. You have responded to none of them.”

“I have repeatedly sought answers from you about the Paramount Skydance merger and your planned acquisition of Warner Bros.Discovery in light of troubling reports that your company is colluding with President Trump and his administration to curtail media independence, spread political censorship and suppress dissent.”

Raskin also wrote that he’s sought answers about alleged political interference in CBS News reporting and that he has “significant concerns” that the acquisition would “dangerously” consolidate power in a single conglomerate.

Paramount had not commented on the letter Wednesday afternoon. However, Makan Delrahim, during a summit this week hosted by Politico, said the company is “transparent” and responsive to lawmakers’ concerns.

As of now, Raskin cannot require Ellison’s cooperation. However, if Democrats win control of the House in the upcoming midterm elections, Raskin — who is expected to become committee chairman — could subpoena Ellison.

Raskin previously told Politico that he plans to increase oversight of the merger and that “anyone involved should be prepared to answer under oath for their roll in this brazen campaign to bend America’s free press to Donald Trump’s political, financial and personal will.”

In 2025, Paramount paid $16 million to settle a lawsuit (which many called “meritless”) brought by Trump, and Democrats have said the money could be considered a bribe to allow the Paramount-Skydance merger, which was approved shortly afterward.

However, the merger has been postponed because of an antitrust lawsuit brought by attorneys general of 12 states and the Writers Guild America. A trial is set for March.

Members of the National Guard patrol near the Washington Monument on Tuesday. Photo by Bonnie Cash/UPI | License Photo

Source link

Paramount CEO may remove operations from California over stalled merger | Media News

Paramount CEO David Ellison may pull his operations out of California if the state does not end its attempt to block the company’s merger with Warner Bros Discovery and agree to settlement talks as soon as October.

The rumours were first reported by the publication Variety on Tuesday. They signal Ellison may be willing to leverage economic pressure on California’s ailing film industry in order to push through the merger.

Recommended Stories

list of 4 itemsend of list

Al Jazeera was not able to independently confirm the validity of the report.

In July, California Attorney General Rob Bonta announced that he was leading a coalition of 12 state attorneys general in an antitrust lawsuit to block the consolidation.

Should Paramount and Warner Bros Discovery combine, Bonta warned that the resulting company would control 27 percent of theatrically released films in the United States and a third of the country’s basic-cable output.

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

But Variety reported that Ellison told Paramount’s senior executives that he would begin the process of moving the company out of California on October 1 if Bonta does not agree to settlement talks.

There could be downstream effects as well. The report also alleged that Ellison would pull Warner Bros Discovery out of California, too, if the $110bn merger goes through.

Variety indicated that Paramount is considering relocating to the US states of Tennessee, Texas or Georgia — none of which are involved in the ongoing antitrust lawsuit.

A growing enterprise

The dispute over Warner Bros Discovery’s fate stretches back to late 2025, when the company’s sale was first announced.

Critics quickly observed that the sale had the potential to shift the balance of power in Hollywood, with Warner Bros Discovery wielding influential properties including the news channel CNN, the production company New Line Cinema and the television-streaming service HBO.

The streaming giant Netflix initially emerged as a frontrunner to take over Warner Bros Discovery, but by February, Paramount succeeded in inking an agreement.

It was the second major merger Paramount had lined up in less than a year. In 2025, it had also succeeded in consolidating with the media production company Skydance, in a deal that generated scrutiny about the editorial independence of its subsidiaries.

Paramount’s decisions that year to cancel The Late Show with Stephen Colbert and enter into a $16m settlement with US President Donald Trump were widely perceived as efforts to curry government favour for the merger.

Paramount is considered a titan in US filmmaking and media production, as one of the oldest studios in the country. Its portfolio includes CBS News and Paramount Pictures.

 

A pair of lawsuits

The impending merger with Warner Bros Discovery has led to a fresh round of scrutiny for Ellison and the Paramount leadership.

Last week, Ellison addressed some of those concerns in an opinion column in The New York Times.

In it, he questioned whether the states’ antitrust lawsuit was “really about market share”, speculating that it was instead about control over major news outlets like CNN. He also sought to portray himself as politically independent.

“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 wrote.

“When it comes to our news operations, I do not aspire to lead these companies to bend their newsrooms to my views.”

But the states have argued that combining Warner Bros Discovery and Paramount would create a monopoly, stifling competition.

If the merger succeeds, the states say that only four distributors would control 86 percent of the country’s films.

The merger could also mean job losses. As of the end of 2025, the headcount at Paramount stood at 17,600, while Warner Bros Discovery had 35,500 employees.

A day after the 12 states filed their lawsuit, the Writers Guild of America (WGA) followed suit.

In its July 14 complaint, the guild argued that the merger would mean fewer jobs and more pressure on writers to accept less favourable working terms, owing to reduced competition in the media market.

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

In Los Angeles County alone, the merger could result in a loss of nearly 2,500 jobs, according to an analysis by the Los Angeles County Department of Economic Opportunity, published in June.

As many as 6,000 employees around the world could also see their positions cut.

By comparison, when the Paramount and Skydance merger was completed in 2025, the company laid off roughly 2,000 people.

 

Costly standoff

On July 24, Paramount Skydance agreed to pause the merger until a ruling in the states’ case is ultimately made or until June 1, 2027 — a move the WGA celebrated.

“It remains our view that this merger is unlawful, and we will continue the fight to block it,” WGA said at the time.

The WGA did not respond to Al Jazeera’s request for comment.

Slowing the merger could be costly for Paramount Skydance. Under the terms of the merger, the company would have to pay a so-called ticking fee of $7m per day, or $650m per quarter, if the deal does not close by September 30.

But the standoff with Ellison could also be costly for California, which is experiencing a downturn in the number of productions filmed in the state. New York, another state involved in the lawsuit, could see a backlash, as it houses studios for CBS News and Paramount’s executive offices.

Representatives for the state of California and Paramount Skydance did not respond to Al Jazeera’s request for comment.

Paramount Skydance’s stock is trending upward on the heels of Tuesday’s report. The stock was up 0.4 percent in midday trading, while Warner Bros Discovery was up 1.1 percent.

Source link

British authorities approve Paramount’s Warner Bros. deal

British regulators on Thursday cleared tech scion David Ellison’s $111-billion deal to buy Warner Bros. Discovery — the latest international agency to find the blockbuster combination of TV channels and historic film studios wouldn’t dampen competition.

Britain’s Competition and Markets Authority and the government’s culture minister separately reviewed Paramount Skydance’s proposed Warner acquisition, which is facing significant turbulence in the U.S. as California Atty. Gen. Rob Bonta leads a coalition of state attorneys general who are battling to try to unravel the mammoth deal.

“The evidence shows that, after the merger, Paramount will continue to face sufficient competition in the various areas it operates in, including the production and distribution of films and TV content, the supply of children’s channels to pay-TV providers and the supply of streaming services,” the authority said in a statement.

Earlier this summer, Secretary of State for Digital, Culture, Media and Sport Lisa Nandy said she was weighing whether to intervene by launching an in-depth investigation into potential harms that could result from the proposed Paramount-Warner Bros. combination.

Nandy opted not to issue an “intervention notice” after striking an agreement with Paramount that provides “assurances and legally-binding commitments” that the company would not abuse its market clout.

The authority’s approval was significant because Paramount 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 HBO, CNN, Cartoon Network and TNT Sports, which broadcasts the Olympics, Champions League and Premier League soccer matches.

Ellison and his team now have won clearances from 66 antitrust regulators, including the U.S. Department of Justice, and regulators in Australia, Germany, France, Italy, China and Canada, among others. The European Commission also approved the deal last month.

“These clearances recognize that the combination of Paramount and WBD will enhance consumer choice and enable a creative-first company to invest in more projects and bring stories to audiences worldwide,” Paramount said in a statement.

Still, the deal is stalled in the U.S.

Bonta and his fellow Democrat state attorneys general have won early victories in their court battle, and a federal judge this week scheduled a March trial — months later than Paramount had hoped — to determine whether the merger would violate the century-old U.S. Clayton Antitrust Act.

Paramount is facing a June 4 deadline to finalize the deal or pay Warner a $7-billion break-up fee.

Bonta and the 11 other state attorneys general, including from New York, Colorado and Oregon, have alleged the merger of two major film studios would give Paramount-Warner Bros. more than 25% of the wide-release theatrical film market. Their lawsuit contends the combined company would own too many cable TV channels — more than 50, including CNN, TBS, HGTV and Comedy Central.

The Writers Guild of America has separately sued to block the transaction, claiming the combination of two historic studios would reduce opportunities and pay for writers.

Ellison, in a guest essay this week, blamed politics for the U.S. friction. “The issue is whether I can be trusted as a steward of Warner’s CNN,” Ellison wrote in his op-ed in the New York Times.

Bonta, in a recent interview with The Times, denied his lawsuit was motivated by politics, saying it was a “meat-and-potatoes” antitrust case.

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 thwart the merger. The group alleged the transaction would weaken Hollywood with “fewer opportunities for creators, fewer jobs across the production ecosystem, higher costs, and less choice for audiences.”

Britain’s competition authority found the combined company would still encounter competition from Universal Pictures, Disney and Sony Pictures Entertainment and “a range of other smaller studios.”

In addition, the CMA factored in the competition brought by streaming services to traditional forms of movie and TV distribution — one of Paramount’s key arguments.

“Paramount is grateful to the CMA for its constructive engagement and its review of the transaction,” Paramount said in its statement. “These conclusions further demonstrate the misguided and gerrymandered market definitions relied upon by the US state AGs in their antitrust complaint in California.”

Source link

The box office is finally back. The next merger could undo it.

“Spider-Man: Brand New Day” opened to $360 million in the U.S. and Canada this weekend, pushing out 2019’s “Avengers: Endgame” to claim the biggest domestic debut in history.

“Records are made to be broken,” Sony Motion Picture Group Chairman Tom Rothman said in a statement Monday. “But we will take great pride in this one, for as long as we hold it.”

Internationally, the web-slinger picked up an additional $572 million for a worldwide total of $932 million. The film, which stars Tom Holland and Zendaya, was produced by Sony-owned Columbia Pictures, Marvel Studios and Pascal Pictures on a production budget of about $225 million.

By Monday morning, nearly everyone in the exhibition business was cheering.

The chief executives of AMC Entertainment Holdings, Regal and Cinemark Holdings all put out statements about record revenue at their chains, plus deep demand for merchandise, food and drinks. Cinema United trade group chief executive Michael O’Leary applauded the “great slate of films” that have populated theaters this year.

You’re reading the Wide Shot

Samantha Masunaga delivers the latest news, analysis and insights on everything from streaming wars to production — and what it all means for the future.

There’s a lot to be excited about here. Expectations for the film were high, but breaking a pre-pandemic record — previously held by an “Avengers” movie, no less — is a big deal.

“The buildup to what ‘Endgame’ was at $357 million just seemed out of reach,” Jeff Bock, senior box office analyst at entertainment data firm Exhibitor Relations, told me on Monday, referring to the previous domestic debut record. “It’s pretty gratifying to see that characters and emotions still matter in filmmaking. This movie was just really about relationships.”

That emotional core was a major focus for the filmmakers. When I spoke with producer Amy Pascal in the lead-up to the opening, she said there was no topping the multiverse storyline of 2021‘s “Spider-Man: No Way Home,” which featured the return of Tobey Maguire and Andrew Garfield. Instead, the filmmakers chose to go smaller, focusing on the internal conflict and loneliness of Holland’s Peter Parker after a spell forces his friends to forget him.

Spider-Man has always been one of the most popular superheroes. But not every Spidey film has had this level of box office success. What “Brand New Day” shows is that a strong story matters more to audiences than the name of the superhero alone — an important distinction as the genre has weathered an uneven track record in recent years. Just this summer, we saw stumbles from Amazon MGM Studios’ “Masters of the Universe” and Warner Bros. Pictures and DC Studios’ “Supergirl.”

The next test arrives in December with Walt Disney Co. and Marvel Studios’ “Avengers: Doomsday,” which “Brand New Day” teases in a post-credits scene, as well as throughout the film. “As audiences saw, it sets up exciting things to come,” Marvel Studios President and “Spider-Man” producer Kevin Feige said in a Sunday statement.

The recovery, by the numbers

Domestic box office revenue for the weekend totaled $436.5 million, according to data from Rentrak. Spider-Man accounted for 82% of it, but Christopher Nolan’s “The Odyssey” also hauled in $51 million in its third weekend, on its way to worldwide revenue of more than $912 million.

Together, the pair have combined for a unique, and telling, one-two punch. It’s the same phenomenon that drove moviegoers to A24’s “Backrooms” and Focus Features’ “Obsession.” Originality in storytelling really does matter, despite the plethora of reboots and sequels. And when moviegoers have more choices, they’re coming back, again and again, analysts say.

“These two films in particular have really turned moviegoing itself into the event,” Bock said. “The audience isn’t rejecting theatrical movies. They’re rejecting films that don’t feel essential.”

Domestic summer box office revenue to date now stands at nearly $3.6 billion, up 16.7% compared to 2025 and — importantly — only 0.7% behind the same period in 2019. Year-to-date revenue is about $6.2 billion, a 15.4% improvement from last year, though it still lags 2019 by 11.6%.

And with another blockbuster to come in December — Warner Bros. and Legendary Entertainment’s “Dune: Part Three” — analysts now predict 2026 domestic revenue is on track to reach $10 billion, a milestone that hasn’t happened since before the pandemic.

What could undo it

Here’s the catch. A major part of that recovery rests on volume: more titles, more genres, more reasons to leave the house on a given weekend. Which is exactly what a federal judge in Oakland is weighing right now.

Paramount Skydance’s nearly $111-billion acquisition of Warner Bros. Discovery has cleared the Justice Department, the European Commission and regulators in more than a dozen other countries. What it has not cleared is a coalition of 12 state attorneys general, led by California’s Rob Bonta, who sued July 13 to block the deal under the Clayton Antitrust Act.

On Friday, the parties each proposed their preferred dates for an antitrust trial over which U.S. District Judge Araceli Martínez-Olguín will preside as Paramount argues for its merger to proceed and the state attorneys general argue against it. The judge has said the states had presented compelling evidence the combined company would hold a substantial share of the wide-release theatrical distribution market — enough, she said, to presume the deal likely violates antitrust law. The Writers Guild of America has joined the states’ lawsuit.

Paramount has said the merger will benefit consumers, workers and the entertainment industry, and that the states’ claims of anticompetitive effects “are without any basis in modern market realities.”

Hollywood has seen this movie before. The last unaccounted-for variable from the pre-pandemic era is Disney’s 2019 acquisition of the entertainment assets of 21st Century Fox, which combined two studios and led to fewer theatrical releases.

Paramount Skydance chief executive David Ellison has promised the combined company will release a minimum of 30 films a year. Many in Hollywood have their doubts.

“If they’re able to execute on that promise of 30 titles a year, I think we’re going to accelerate even further,” said Daniel Loria, a senior vice president at The Box Office Co. “We’re on a great trajectory. But there are serious questions that remain on their capacity to do so, and what the impact of another slowdown in releases from a major studio would bring.”

Paramount has said it won’t close the deal before June 2027 unless the litigation resolves sooner, and is pushing for a November trial; the states want April 2027. Either way, the industry just posted its biggest opening weekend ever while the question of how many movies get made is sitting in a courtroom in Northern California.

Stuff We Wrote

Film shoots

Number of the week

one hundred and fifty million dollars

The Hollywood Foreign Press Assn. has sued Jay Penske, Penske Media Corp., the Golden Globe Foundation and others over the 2023 acquisition of the Golden Globe Awards, alleging antitrust violations.

As my colleague Stacy Perman reported, the Hollywood Foreign Press Assn. is seeking at least $150 million in damages.

The group, which founded the Golden Globes, said in its lawsuit that Penske and the other named defendants “orchestrated and participated in a clandestine scheme to fraudulently acquire the Golden Globe Awards, dismantle the HFPA [Hollywood Foreign Press Assn.], and exert monopolistic control over Hollywood trades and the awards circuit thereby violating California’s antitrust and consumer protection statutes.”

A spokesperson for Penske and the Golden Globes denied the allegations, saying the suit “continues the absurdity and irrationality that the industry has come to expect from the defunct organization formerly known as the HFPA.”

What I’m watching

I had a pretty hectic week, which didn’t leave a lot of time to catch up on TV. But I did go see the L.A. Sparks game against the New York Liberty, which unfortunately ended in a loss. We’ll see what happens now that star Kelsey Plum has been traded.

Source link

Paramount’s David Ellison says critics don’t get his politics

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.”

Source link

Paramount CEO David Ellison says the Warner merger is still on track

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

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

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

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

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

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

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

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

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

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

Teamsters already have spoken out against the deal.

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

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

California Atty. Gen. Rob Bonta.

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

(Genaro Molina / Los Angeles Times)

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

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

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

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

Source link

Why Paramount’s Warner Bros. deal suddenly looks less certain

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Source link

Paramount agrees to months-long delay of Warner Bros. merger

Paramount Skydance has agreed to delay its purchase of Warner Bros. Discovery to as late as next June as David Ellison’s media company mounts its defense to the antitrust challenge brought by California Atty. Gen. Rob Bonta and his coalition of 11 other state attorneys general.

The major concession comes as Paramount was facing an Aug. 3 hearing to try to convince U.S. District Judge Araceli Martínez-Olguín that its proposed $111-billion deal — which would reshape Hollywood with the combination of two historic studios — would not violate U.S. antitrust laws.

The judge appeared to be leaning toward the arguments of the state attorneys general, who have alleged the proposed union of two big film studios and television networks including HBO, CBS, CNN, Comedy Central, Nickelodeon and TBS, runs afoul of the 112-year-old Clayton Antitrust Act.

In a stipulation filed Friday, Paramount agreed to hold off on closing its blockbuster purchase until after the states’ antitrust case can be decided in a trial before the Oakland-based judge or by June 1, 2027, whichever date comes first.

The move came after Martínez-Olguín issued a temporary restraining order earlier in the week — requested by Bonta and the others — which paused the deal until next month’s preliminary injunction hearing when she was set to decide whether a lengthy moratorium should be imposed.

Privately, Paramount officials were worried they might lose that round before Martínez-Olguín, so, during negotiations with the states, Paramount stipulated that it would not close the deal on its preferred timetable.

Paramount had wanted to finalize the takeover this month — or at least have it wrapped up by Sept. 30.

In a statement, Bonta celebrated the delay as “great news for audiences, movie theaters, and the many people who write, build, and create the art, news, and entertainment so many of us enjoy.”

“Our argument against this illegal merger is straightforward: When too few corporations have too much power in markets central to American life, it makes things more expensive, and it makes things worse,” Bonta said.

Now, Paramount will incur added deal costs and significant legal fees as it prepares the case for a full-blown trial. Paramount, in a statement, framed the delay as “a significant win” for the company.

“The result is exactly what we have sought from the outset: a direct path to a trial based on the evidence,” a Paramount spokesperson said in a statement. “This is the fastest and clearest way to prove that this transaction is good for competition, good for consumers, and good for creators, a conclusion dozens of competition authorities around the world have already reached. We look forward to proving our case at trial.”

On Wednesday, the European Commission gave its blessing, allowing the Paramount-Warner merger to move forward in European countries. More than 40 jurisdictions have given their consent. The U.S. Justice Department last month signed off — an approval that had been expected because of President Trump’s desire to see the Ellison family own CNN.

Paramount shares slipped on the news, falling 3.3% to $8.21 — marking the year’s lowest trading day. Warner’s stock gains since Monday’s restraining order ruling were suddenly erased. Warner shares finished at $25.77 — 17% lower than Paramount’s deal offer.

Now Paramount will have to pay Warner Bros. Discovery investors more than the $31 a share it previously promised.

In a show of confidence earlier this year, the company boasted it would quickly secure the necessary regulatory approvals to finalize the Warner purchase by late September. As an added incentive to win over investors, the company said it would pay so-called “ticking fees” should the deal encounter snags.

Those fees of $.25 a share per quarter begin Oct. 1, adding about $650 million to the pricetag each quarter until close. If Paramount is unable to close the deal by June 1, it would owe Warner Bros. Discovery a $7 billion breakup fee.

Larry Ellison, co-founder of software giant Oracle, is bankrolling his son’s ambitions to acquire a second major entertainment company in less than a year. The Ellison family acquired the smaller Paramount in August.

The Democratic state attorneys general, including from New York, New Mexico, Nevada, Colorado, Oregon and Washington, filed their lawsuit nearly two weeks ago.

The state attorneys general have alleged the deal would harm competition in three markets: films released widely (in more than 3,000 theaters); potential blockbuster films; and a concentration of cable TV channels.

Paramount insists that streaming marketshare be included in the market definition because a combined Paramount+ and HBO Max would still trail industry leaders, Netflix, YouTube, Amazon Prime and Disney+.

“Plaintiffs’ market definitions bear no relationship to the realities of today’s marketplace and cannot withstand scrutiny,” Paramount’s spokesperson said.

In her order earlier this week, Martínez-Olguín wrote that the plaintiff states presented “compelling evidence” that the merged company could wield too much control in theatrical distribution.

Friday’s agreement came after Martínez-Olguín on Thursday extended the restraining order for another 14 days — until Aug. 17 — in recognition the two sides needed time to hash out their scheduling requests. In addition, the Writers Guild of America has filed its own antitrust lawsuit, and the judge agreed to allow that case to move forward with the states’ case.

The Aug. 3 preliminary injunction hearing will be canceled as the two sides prepare for a trial.

“We are eager to continue to make our case in court …to ensure this unlawful merger never sees the light of day,” Bonta said.

The months-long delay is expected to affect Warner Bros. Discovery Chief Executive David Zaslav’s proposed $887-million exit package.

As part of a pact earlier this year, Warner board members agreed to cover Zaslav’s expected $335 million in tax obligations tied to his enormous payout, according to regulatory filings. However, Warner is not on the hook to cover Zaslav’s tax bill should the deal extend into 2027.

The merger has faced stiff resistance in Hollywood and beyond. More than 5,000 entertainment industry workers have signed an open letter calling on Bonta to block the merger.

Britain’s culture minister has also signaled that she may open a full inquiry into the proposed media consolidation, which could also bring other delays.

“This victory in putting the merger on hold belongs to the people who refused to treat the merger as inevitable,” Norm Eisen, a former ambassador and Obama White House ethics lawyer who is helping lead the #BlocktheMerger campaign.

“Artists, journalists, filmmakers, and consumer advocates spoke out despite the risk of retaliation, more than 5,500 people signed our open letter,” Eisen said in a statement. “This collective resistance is turning the tide.”

Source link

Paramount offers to briefly delay Warner Bros. merger as court battle heats up

Paramount Skydance’s top antitrust attorney told a judge Friday that David Ellison’s company would voluntarily delay its proposed $111-billion takeover of Warner Bros. Discovery at least until mid-August amid a legal challenge brought by 12 state attorneys general.

The states, led by California Atty. Gen. Rob Bonta, have asked a judge to issue a temporary restraining order that would prevent Paramount from finalizing its deal as the court battle ramps up. Paramount made the pledge in hopes of avoiding such a ruling that would tie its hands — and give the states an early win in the litigation.

Federal District Judge Araceli Martínez-Olguín said she would decide by Wednesday whether to issue a restraining order.

David Ellison (center) and Lindsay Graham.(Photo by Anna Moneymaker/Getty Images)

Tech scion David Ellison has been a regular in Washington D.C. this year as he races to consolidate Warner Bros. Discovery — less than a year after his family bought Paramount.

(Anna Moneymaker / Getty Images)

Friday’s hearing in Oakland opened the first chapter in the fight over the blockbuster deal that both sides agree would dramatically reshape Hollywood. Two century-old film studios — with rights to Harry Potter, Batman, “Top Gun,” “The Big Bang Theory” and “Game of Thrones” — would be combined, and HBO and CNN would come under new ownership.

Antitrust attorney James H. Weingarten, of the Washington law firm Milbank, represents California and the other states. He told the judge it would be impossible to untangle the two companies if they are allowed to combine.

“If this merger is allowed to close … the harms begin,” Weingarten said. “The job losses, the synergies — that’s the fancy word for ‘we’re going to save money and there might be job cuts.’ All of that process starts rolling.”

Bonta filed the suit Monday, alleging the proposed merger — the largest in Hollywood in decades — would violate the U.S. Clayton Antitrust Act, a 112-year-old law to prevent mergers that weaken competition and raise costs for consumers.

The lawsuit alleges antitrust violations in three markets where the two companies currently compete: wide-release films, potential blockbuster movies and cable television, where the combined entity would own more than 50 cable channels.

Paramount shares fell 4.3% to $8.75 on Friday. Warner stock slipped 1.5% to $26.87 — below Paramount’s offer of $31 a share.

More than two dozen lawyers attended Friday’s hearing, including from Colorado, Oregon, Washington and New York who came to support California, which is leading the case.

Paramount, represented by antitrust lawyer Jeffrey L. Kessler, argued a temporary restraining order was not necessary. The two sides should instead focus on the next big step — whether the judge issues a preliminary injunction, he said. Such a ruling could delay the deal for months.

Kessler said Paramount should be allowed a hearing to defend against a preliminary injunction by the end of August. The company wants to wrap up the litigation by late September to avoid a higher payout to Warner Bros. Discovery shareholders.

In a show of confidence earlier this year, Paramount offered Warner Bros. Discovery shareholders a “ticking fee” of 25 cents for every quarter after Sept. 30 — until the deal was done. Such payments would cost Paramount more than $7 million a day, which Kessler called a “massive injury.”

California Attorney General Rob Bonta in July 2022.  (Genaro Molina / Los Angeles Times)

California Atty Gen. Rob Bonta is leading a coalition of 12 state attorneys general to try to halt Hollywood’s biggest merger in decades.

(Genaro Molina/Los Angeles Times)

Paramount would also have to pay Warner a $7-billion breakup fee should the deal fall apart.

Kessler argued the states had not made a sufficient case that competition would be harmed. “We don’t think they’ve come close to jumping through that hurdle,” Kessler said.

Earlier this year, Kessler represented the state attorney generals in their winning case against Live Nation Entertainment. A jury found that Live Nation, which owns Ticketmaster, operated as a monopoly. This time, Kessler is representing corporate interests.

Prominent Los Angeles litigator Daniel Petrocelli is representing Warner Bros. Discovery.

Paramount hired attorney Jeffrey Kessler to lead its antitrust defense.

Paramount hired attorney Jeffrey Kessler to lead its antitrust defense.

(Noah Berger / Associated Press)

The case was assigned to Martínez-Olguín Wednesday after Paramount requested an earlier judge be removed because he formerly worked as a labor attorney.

Martínez-Olguín said she inherited the case because she was already overseeing another lawsuit dealing with the merger — not because Paramount had agitated for a change.

Source link

Hiltzik: The new antitrust enforcers

Only a few days ago, Paramount Skydance’s planned $111-billion takeover of Warner Bros. Discovery appeared to be on the glide path to completion.

The deal, which would be the largest merger in Hollywood history, had won approval from several foreign governments and, on June 12, Justice Department antitrust regulators.

The Justice Department’s assent looked to be a major step toward fulfilling the ambitions of David Ellison, the son of multibillionaire tech tycoon Larry Ellison, to bring together Paramount and Warners, which owns CNN and CBS among other properties, under one roof.

‘I will not let Warner Bros. and Paramount merge without a fight.’

— Rob Bonta, California attorney general

The Justice Department’s action ignited suspicions that the Ellisons had profited from their support of President Trump. But it has turned out not to be the last word on the deal. The very next day, California and 11 other states filed a motion to block the merger, stepping in where the Justice Department chose not to tread.

“I will not let Warner Bros. and Paramount merge without a fight,” California Atty. Gen. Rob Bonta said in announcing the states’ action. A hearing on the motion is scheduled for Friday in San Francisco federal court.

Get the latest from Michael Hiltzik

Commentary on economics and more from a Pulitzer Prize winner.

There’s more to this development than an effort to block Ellison’s attempt to repave the entertainment landscape for his own benefit, even though, as my colleague Meg James reports, the states’ motion “poses a major headache” for Ellison. It’s also a pointer toward a major restructuring of antitrust enforcement in the United States.

Customarily, state regulators have piggybacked on antitrust cases brought and managed by the federal government. The feds generally have greater resources than most individual states to conduct the investigations that can lead to antitrust lawsuits. States often have relied on the government to craft consistent and coherent theories of antitrust law to undergird their lawsuits.

But the Trump administration’s apparent pullback from aggressive legal pursuit of allegedly anti-competitive mergers has left a vacuum that states have moved to fill. That’s what’s driving their motion to block the Paramount-Warner Bros. deal.

Dating back to the first Trump term, California and other states have enacted new laws resembling federal statutes requiring merger proponents to provide detailed information about planned deals.

States also have filed their own lawsuits to challenge anticompetitive conduct by pharmacy benefit managers and algorithmic pricing that has driven up housing rents via alleged collusion.

States may have an advantage over the federal government in that their regulators can move faster on complex cases than the feds. That’s what happened in the fight against the proposed 2023 merger of supermarket companies Kroger and Albertsons, something that was widely feared to presage higher prices at the shelf.

Although the Federal Trade Commission moved to block the merger, so too did Oregon, Washington and nine other states in court. The companies called off the merger after a state court in Washington and a federal court in Oregon, ruling on that state’s lawsuit, simultaneously enjoined the merger on Dec. 10, 2024. One day later, Albertsons dropped the proposal.

Some supporters of effective antitrust enforcement suggest that the states’ involvement in these cases could be an effective counterweight to the mercurial approach taken toward enforcement under Trump, which seems to be driven by personal pique, as Paul Glastris, editor of the Washington Monthly, has written.

In 2017, Trump’s Justice Department sued to block AT&T’s acquisition of Time Warner, driven by Trump’s irritation over the coverage he received from CNN, which was owned by Time Warner. (I described the lawsuit as Trump’s doing the right thing for the wrong reason.) The merger eventually went through.

The best example of the states’ willingness to supplant the feds as antitrust enforcers in chief is the antitrust case against Live Nation Entertainment. The federal government and 30 states originally filed the case in 2024 in federal court in Manhattan. The lawsuit sought to break up Live Nation, which has controlled scores of top concert venues, in part by forcing it to divest Ticketmaster, the leading entertainment ticketing firm.

A few days after the trial began this spring, the Justice Department reached a settlement with Live Nation. The settlement led to accusations that the White House interfered in the Justice Department’s work on the case, including that Trump himself personally pushed for a settlement and that the deal was reached without the participation or even the knowledge of the Justice Department lawyers handling the case or of the state attorneys general who were participating. The White House referred my request for comment on these accusations to the Justice Department, which didn’t respond.

The states, asserting that the settlement wouldn’t cure Live Nation’s alleged violations of antitrust law, took over the lawsuit — and won. In mid-April, a federal jury found that Live Nation had maintained a monopoly over the live events business, exposing the company to the states’ claims of as much as $700 million in damages and a possible order that it sell Ticketmaster. The company says it will appeal.

The history of antitrust enforcement in the U.S. generally resembles the complaisant stance taken under Trump. Since the enactment of America’s first antitrust statute, the 1890 Sherman Act, industry has generally benefited from lax enforcement, in part because antitrust theory has been ever-changing. During the New Deal, President Franklin Roosevelt suspended antitrust enforcement so his National Recovery Administration could pursue its mandate to suppress industrial competition, which was thought to drive up prices and thereby foster the Great Depression.

The Supreme Court overturned the National Recovery Administration in 1935, though it had already lost credibility. Roosevelt responded in 1938 by appointing Thurman Arnold, a critic of existing antitrust theory, as the Justice Department’s antitrust chief. In his writings, Arnold implied that antitrust law as then interpreted was a fraud aimed at acclimating consumers to ever-larger business combinations through the pretense that “unfair” or “immoral” deals would be barred.

Arnold’s appointment marked what may have been the most productive period in antitrust enforcement. By the time he departed for a federal judgeship in 1943, he had brought more than 50% of all the cases brought under the Sherman Act in its half-century of existence. He broke the auto industry’s stranglehold on consumer auto lending, and started a case that concluded with the Hollywood studios’ forced divestment of their theater chains.

Since then, there have been a few notable antitrust successes, including the 1982 breakup of AT&T. That resulted from a Justice Department antitrust lawsuit launched in 1974. But the consolidation of major industries into fewer and fewer participants, especially in entertainment, has continued with very few roadblocks.

Occasionally, an aggressive enforcer comes into office. That happened under Lina Khan, whom President Biden appointed as chair of the Federal Trade Commission. (The FTC shares antitrust oversight with the Justice Department.)

Khan’s published academic work had taken aim at what she called the lax antitrust treatment of companies such as Amazon. Her argument was that antitrust enforcers’ focus on whether a monopolizing company brought consumers lower prices overlooked the longer-term consequences of giving companies the unfettered right to build market share at the expense of competitors and the free market.

Amazon “has evaded government scrutiny in part through fervently devoting its business strategy and rhetoric to reducing prices for consumers,” Khan wrote in a key article. Once it reached a critical mass, she argued, nothing would stop Amazon from extracting monopoly rents from consumers.

Khan’s aggressive stance on antitrust law earned her the enmity of targets such as Amazon and Facebook, which tried to force her to recuse herself from FTC cases against them. She refused, but due to corporate distaste for her policies, Trump replaced her as FTC chairman on his inauguration day last year.

The Paramount-Warner Bros. deal could be a key test of states’ authority and willingness to take over antitrust enforcement from the federal government. That’s because they’ll be fighting not only resistance from the merger partners, but the government’s conclusion that the deal poses no threat to consumers.

On the other hand, their case at least will be free of the suspicion that the government’s approval owed more to Trump’s friendship with the Ellison family than to sober, painstaking analysis of how reducing the number of big entertainment companies from five to four would be good for the rest of us.

Source link

WGA sues Paramount, claiming Warner Bros. acquisition would take away jobs

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

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

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

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

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

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

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

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

A Paramount spokeswoman said the company is reviewing the lawsuit.

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

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

Source link

12 states sue to block planned Paramount, Warner Bros. merger

July 13 (UPI) — The attorneys general of 12 states sued Monday to block the proposed merger of Paramount and Warner Bros., saying it would undermine competition in the entertainment industry.

A news release announcing the lawsuit from New York Attorney General Letitia James said Paramount Skydance Corp.’s purchase of Warner Bros. Discovery Inc. “would combine two of the five major film studios and two of the five major basic cable companies, creating a massive conglomerate in markets for basic cable and theatrical film releases.”

“For over a century, Paramount and Warner Bros. have competed to create movies and television that bring people together, inspire and sustain generations of artists, and help us understand the world,” James said. “This merger would destroy that competitions, creating a massive company with unprecedented power and influence over news and entertainment across the globe.”

The release said the merger would increase costs for consumers and put jobs at risk.

The lawsuit comes one month after the Justice Department approved the planned merger, saying it doesn’t harm consumers in the United States.

Warner Bros. shareholders gave their blessing to the merger in April after Paramount offered to buy the company for $31 per share — a deal worth $110 billion.

Joining New York in the lawsuit were Arizona, California, Colorado, Connecticut, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, Oregon and Washington.

Deadline reported that Paramount could threaten to leave California in retaliation for the state’s involvement in the lawsuit. California Attorney General Rob Bonta described the two companies as “behemoths” in the entertainment industry and said their merger would lead to higher prices, lower quality and less content for consumers.

“California’s film and entertainment industry touches the lives of Americans daily — it comes into the living rooms of families, has a starring role in many young people’s first dates, and is a point of immense pride and employment for Californians up and down our state,” he said in a news release.

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

Olympic canoeist David Hearn departs the Moultrie Courthouse after pleading not guilty to damaging the Lincoln Memorial Reflecting Pool on Thursday. Hearn was indicted on July 2 on one count of destruction of property of more than $1,000 for allegedly damaging the Reflecting Pool, carrying a maximum penalty of 10 years in prison if convicted. Photo by Bonnie Cash/UPI | License Photo

Source link

States sue to block Paramount’s $111-billion Warner Bros. takeover

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

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

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

A Paramount representative did not immediately comment.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Ellison also vowed to protect the HBO brand.

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

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

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

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

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

California Attorney General Rob Bonta in his office in 2024. (Paul Kuroda / For The Times)

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

(Paul Kuroda/For The Times)

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

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

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

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

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

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

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

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

Source link

U.K. may challenge Paramount takeover of Warner Bros. Discovery

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 arriving at Downing Street in London.

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.”

Source link