paramount

Hollywood’s biggest deal in decades is on hold.

On Monday, a federal judge temporarily blocked Paramount Skydance’s efforts to complete its purchase of Warner Bros. Discovery, ruling that the proposed $111-billion merger “raises serious questions” about whether the combination violates U.S. antitrust law.

District Judge Araceli Martínez-Olguín, based in Oakland, granted a request for a temporary restraining order from a coalition of 12 state attorneys general, led by California Atty. Gen. Rob Bonta, to freeze the deal while the court delves more closely into its impact on markets.

The order pauses the deal for 14 days. Martínez-Olguín’s ruling sets up a showdown for Aug. 3, when she considers a motion for a preliminary injunction — which, if granted, could tie up the deal for months in advance of a trial.

“This is a critical first win in our case to ensure this megamerger never sees the light of day,” Bonta said in a statement. “History tells the tale of what happens when a few people have great power over markets that are central to Americans’ lives: fewer opportunities for more people, worse products and services for all people.”

Two century-old film studios — with rights to Harry Potter, Batman, Scooby-Doo, “Top Gun,” “Ted Lasso” and “Game of Thrones” — would be combined, and HBO, CNN and HGTV would come under new ownership.

“The judge basically said, ‘Look, let’s not race to the finish line here,’” Eric Talley, a Columbia Law School professor, said in an interview. “At the end of the day, maybe this thing gets signed off on, but I think the AGs are going to be given a fair chance to bring their claims forward.”

The ruling dealt a blow to tech scion David Ellison’s efforts to quickly finalize his massive merger, which has the support of President Trump. Ellison wants to complete the deal by September to avoid a higher payout to Warner Bros. Discovery shareholders.

Paramount, in a statement, said the restraining order simply preserves the status quo, which Paramount had already pledged to do in court papers last week that offered to hold off on finalizing the transaction.

“We are confident the evidence will demonstrate that the State AGs’ antitrust arguments are without merit as their alleged markets and claims of anticompetitive effects are without any basis in modern market realities,” Paramount said in the statement.

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, Oregon and Washington, filed their lawsuit a week ago.

The 37-page lawsuit alleges that Paramount’s proposed takeover — the largest Hollywood deal in decades — would violate the U.S. Clayton Antitrust Act, a century-old law to prevent mergers that weaken competition and raise costs for consumers.

The lawsuit represents the stiffest challenge to a deal that had been swiftly clearing its various regulatory hurdles. Nearly two dozen regulators from around the globe, including Australia, Austria and Saudi Arabia, have already signed off.

The U.S. Justice Department last month approved the merger, saying the combination would probably bolster competition — not harm it. That decision wasn’t a surprise because Trump has been rooting for a CNN shakeup. The president told the network’s Jake Tapper earlier this month: “We’re trying to have CNN go on a normal path.”

“This merger is lawful, pro-competitive, and will benefit consumers, creators, workers, and the entertainment industry,” Paramount said. “We will continue to vigorously defend the transaction and will look forward to the hearings on the substance of the State AGs’ action.”

Paramount shares slid 2% to $8.57 on Monday. Warner shares tumbled nearly 4% to $25.86 — the stock’s lowest mark this year.

Martínez-Olguín’s order came after a hearing in Oakland on Friday that represented an opening salvo between the two sides in the fight over a merger that would dramatically reshape the entertainment industry.

“In many ways this case is a poster child for a much larger set of questions — some of which are specific to the entertainment industry but many are more specific to our regulatory state in general,” Talley said.

Because of the case’s expedited status, the judge said she looked closely at only one of the three markets where the plaintiff states allege the merger could bring anticompetitive harms — wide-release Hollywood films.

“Plaintiffs present compelling evidence that the combined firm resulting from the transaction will possess substantial market share in the wide-release theatrical distribution market,” Martínez-Olguín wrote in her 10-page order.

If allowed to merge, Paramount-Warner Bros. would control about 27% of the market of films that are initially released into more than 3,000 theaters.

“On this combined firm market share alone, the Court is persuaded that it can presume the proposed merger is likely to violate antitrust laws,” the judge wrote.

The ruling doesn’t signal that the states will win but, Talley said: “This is an important mark in the road that suggests that, in the eyes of the judge, at least one of their allegations has the seeds of a valid case.”

Paramount and Warner Bros. Discovery are “temporarily enjoined and restrained from closing or consummating the transaction or taking any steps, directly or indirectly, to integrate or consolidate their operations pursuant to the transaction,” the judge wrote.

The order extends to all officers, attorneys, and “other persons who are in active concert or participation with Defendants,” Martínez-Olguín wrote.

The merger is far from dead, Emarketer senior analyst Ross Benes said in a statement after the ruling.

“The order is likely to be a speed bump,” Benes wrote. “Thanks to the company’s symbiotic relationship with Trump, most challenges ahead that could stop the deal will be steamrolled.”

Tennessee propositioned Paramount Skydance, hoping to tempt it to become the next company to leave California.

As California Atty. Gen. Rob Bonta gathered a coalition of 12 state attorneys general to try to block Paramount’s $111-billion takeover of Warner Bros. Discovery, Tennessee slid into Paramount’s DMs, suggesting it would be better treated in the southern state.

Corporate flight from the Golden State has increased in recent years, with many California-based companies fleeing for lower taxes and more lax business regulations. For the first time this year, California was not the state with the most Fortune 500 companies, after Texas dethroned it in June.

California companies packing up their people and headquarters to move to Texas has been a well-traveled road for those looking for options. Now Tennessee wants to be in the running as a prime destination as well.

Here is what you need to know about its efforts:

What happened with Paramount?

In a July 2 letter to Paramount Chief Executive David Ellison, Tennessee Deputy Gov. Stuart McWhorter pitched a relocation of the studio’s Hollywood headquarters to the Volunteer State. In the middle of a brutal legal battle with California regarding the proposed Warner Bros. merger, Tennessee may appear more appealing to Ellison. Paramount relocated its headquarters from New York to Los Angeles in August of last year.

“As Paramount Skydance writes its next chapter, Tennessee offers a compelling proposition: a state where creativity and technology converge, where talent is developed intentionally, and where innovation is embraced,” said McWhorter in the letter viewed by The Times. “We would welcome the opportunity to share our vision for how Tennessee could help shape the future of Paramount Skydance and its talented team.”

Though many in Hollywood have giggled at the idea of a major studio moving to the South, it isn’t totally ridiculous.

Ellison has backing from his father, tech billionaire and Oracle co-founder Larry Ellison. Oracle, once a California-based company, is now moving its headquarters to Nashville.

In December of 2020, the software tech company left California, where it was founded in 1977, to relocate to Texas. In April 2024, it chose Nashville as the home for Oracle’s “world headquarters,” which began construction in February.

Have other companies moved to Tennessee?

Oracle isn’t the first company to set up in Tennessee. Nissan, which had operated its U.S. headquarters out of Gardena since 1960, left the state in 2005 for Franklin. Nissan chose Tennessee for its drastically lower operational costs.

Mitsubishi Motors also moved its headquarters to Franklin from Cypress in 2019. Mitsubishi moved for lower operational costs and to be in a state with less-strict business regulations than California‘s.

Two beloved California burger chains moved to Tennessee.

In 2018, CKE, the parent company of Los Angeles-founded Carl’s Jr., also left California for Tennessee. CKE consolidated Carl’s Jr. and its St. Louis chain, Hardee’s, under its headquarters in Franklin.

In-N-Out — arguably California’s most iconic burger spot known for its animal fries and double doubles— began a transition out of California in 2023. It established a corporate office in Franklin, and last summer, owner and Chief Executive Lynsi Snyder announced her own move to Tennessee.

Last year, Snyder said pandemic-era restrictions and California policy motivated her decision to leave, but she has no plans for In-N-Out to expand farther East. The majority of In-N-Out locations are still in California.

“There’s a lot of great things about California, but raising a family is not easy here. Doing business is not easy here,” Snyder said.

What is so special about Tennessee?

The southern state’s highly business-friendly tax incentives make it an extremely desirable location. Businesses and billionaires are drawn to Tennessee by its lack of state income and property taxes. Instead, the state relies on a 7% sales tax as its main source of tax revenue. Tennessee also offers a number of tax credits and grants for businesses, including many designed to support newly relocated businesses, cover costs of training new employees, and construction.

Tennessee’s central location and well-connected infrastructure support supply chain logistics. Seven interstate highways run through Tennessee, and six of the United States’ class 1 rail lines operate there, allowing companies to cut transportation costs dramatically. Memphis is also home to the busiest cargo airport in the country.

The Tennessee Department of Economic and Community Development says the state has one of the best business incentive programs in the country and has been ranked the third best state for doing business by Chief Executive magazine.

Tennessee Gov. Bill Lee attributes the success to the state’s competitive tax policy, workforce, and quality of life.

“Companies choose Tennessee because they recognize the strength of our workforce, our strategic location and our ability to support long-term growth,” Lee said in an emailed statement. “Tennessee’s success comes from our commitment to helping businesses thrive.”

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.

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 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.

(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.

Paramount Skydance has prevailed in its first court move to defend its Warner Bros. Discovery merger — prompting the departure of a judge who initially had been assigned the high-profile antitrust case.

Late Wednesday, U.S. District Judge Araceli Martínez-Olguín took over the case brought by California Atty. Gen. Rob Bonta and 11 other Democratic state attorneys general. The states’ coalition is attempting to derail Paramount’s proposed $111-billion purchase of Warner Bros. Discovery, alleging it violates a century-old antitrust law.

Court records show U.S. District Judge P. Casey Pitts, based in San Jose, had initially been assigned. Early Wednesday, Paramount filed a motion requesting that Pitts step aside, citing his previous role as a labor lawyer, including for the Writers Guild of America.

The WGA joined the legal fray Tuesday by bringing its own antitrust complaint against Paramount, alleging the proposed union of two of Hollywood’s biggest studios would lead to fewer jobs and lower pay for writers.

In its motion, Paramount argued that Pitts’ past association with the Hollywood union was problematic.

“A reasonable person would question Judge Pitts’ impartiality in this case based on his prior work,” Paramount’s attorneys, led by Jeffrey Kessler, wrote in their eight-page motion.

Martínez-Olguín has been overseeing a separate lawsuit that also challenges Paramount’s merger with Warner Bros.

Five Paramount+ subscribers sued in late April to unravel the merger, claiming Paramount’s proposed consolidation of streaming services, film studios and national news networks — CBS News and CNN — would lead to higher prices and harm to consumers.

Paramount, in its motion, had requested that Martínez-Olguín preside over the state attorneys general lawsuit.

Martínez-Olguín, in an order, said she would now conduct a hearing that Pitts had scheduled for Friday to evaluate Bonta’s request for a temporary restraining order to prevent Paramount from finalizing the blockbuster transaction while the litigation is pending.

The Oakland-based judge joined the federal bench three years ago after being nominated by former President Biden. She was confirmed by the Senate in 2023 when former Vice President Kamala Harris cast a deciding vote to break a Senate deadlock.

The judge is a former immigration attorney.

Pitts, who is based in San José, also has served as a judge for three years. In December, he decided a significant case against U.S. Immigration and Customs Enforcement that barred ICE agents from making courthouse arrests.

Both sides went along with the judge switch, following a long-standing legal practice of having one judge oversee related cases.

The three lawsuits, all filed in the Northern California district, may eventually be combined. On Wednesday, Martínez-Olguín said the cases could travel together but she stopped short of consolidating them.

In the latest lawsuit against Paramount Skydance, a corporate shareholder has alleged corruption at the highest levels of the company, which is battling to complete its $111-billion takeover of rival Warner Bros. Discovery to create a new media behemoth.

Controlling shareholders Larry Ellison and his son David have presided over a firm that allegedly made “illegal promises and payments to secure regulatory approval,” for the Ellison family’s Paramount purchase last summer, according to the shareholder lawsuit filed this week in Delaware court.

Larry Ellison allegedly discussed with President Trump how Paramount’s pending Warner Bros. acquisition would result in a shake-up at CNN, states the lawsuit filed by Paramount shareholder Paul Robbins.

“The Ellisons [won] the bidding war for Warner Bros. by promising sweeping changes at CNN and other personal benefits to President Trump,” according to the 59-page complaint.

The case was brought on Robbins’ behalf by the nonprofit Public Integrity Project and the advocacy group Freedom of Press Foundation, which has been critical of the Trump’s administration policies toward the media.

The complaint noted that Netflix withdrew from the bidding in February — the same day Co-Chief Executive Ted Sarandos met at the White House with then-Atty. General Pam Bondi and another top official.

The lawsuit suggests Netflix dropped out after recognizing the challenges of dealing with the Trump Administration and that Trump always wanted to see the prize go to Paramount because of his close ties to the Ellison family, who have ushered in more favorable news coverage of Trump and the departure of late night comedian Stephen Colbert.

Robbins does not appear to have first-hand accounts supporting his claims, which are based on public documents and media reports about dealings between the Ellisons and Trump. He has owned Paramount stock since 2021, but the lawsuit does not say how many shares he owns.

He could not be reached for comment.

A Paramount spokesperson could not be immediately reached.

Previously, a Paramount spokesperson said: “No commitments from either David or Larry Ellison have been made to any government body, State AG or federal agency regarding the future of CNN or any other news property, other than the goal to deliver truth-based journalism.”

It’s the third lawsuit lobbed at Paramount this week. On Monday, California Atty. Gen. Rob Bonta led a coalition of 12 Democrat state attorneys general filed a federal antitrust lawsuit seeking to block the Paramount-Warner merger due to concerns about consolidation in movie distribution and cable channels.

The Writers Guild of America added another an antitrust lawsuit against Paramount on Tuesday, alleging the massive merger would result in fewer jobs and lower pay for writers.

Many in Hollywood are opposed to the deal due to fears that another studio consolidation would bring more layoffs, programming cutbacks and a fragile business environment due to the heavy debt burden — nearly $80 billion — that Paramount would have to take on to buy Warner Bros.

The shareholder lawsuit noted that Paramount participated in a raucous event with UFC fighters on the White House lawn in June to celebrate Trump’s 80th birthday and the nation’s 250th anniversary. Paramount has UFC broadcast rights.

The event came two days after Trump’s Justice Department wrapped its regulatory review of Paramount’s Warner Bros. proposal, giving the merger a key green light.

Justice Department investigators reportedly did not have a chance to express potential antitrust concerns when high-level Justice Department officials closed the inquiry — a major win for Paramount and the Ellisons, the lawsuit states.

“There have been some line attorneys in the DOJ that have reviewed this [merger] and have some concerns,” New York Atty. Gen. Letitia James said Tuesday during a virtual town hall with opponents of the merger. “Their analysis of this particular case was ignored by the front office, if you will, at 1600 Pennsylvania Ave. [the White House] That’s the front office.”

Ellison’s Skydance Media emerged with its deal to buy Paramount two years ago. Previous controlling shareholder, Shari Redstone, was desperate for an exit and Trump was mounting his White House comeback by battling then-President Joe Biden, then Kamala Harris.

Trump declined an invitation to appear on CBS’ “60 Minutes,” then under Redstone control. He became infuriated by an October 2024 interview with Harris on “60 Minutes.”

Trump filed a $10 billion lawsuit against CBS (he later upped it to $20 billion). After Trump won the election, he had considerable sway over Paramount because it needed his administration’s approval for the sale to the Ellisons.

Paramount agreed to pay Trump $16 million to end his “60 Minutes” lawsuit, allowing the sale to go forward. The Ellisons acquired Paramount in August, then set their sights on Warner Bros. Discovery, which owns CNN.

“The Ellisons proceeded to remake CBS in the President’s image, bought properties he enjoyed, and even hosted events to honor him,” the lawsuit said. “This helped the Ellisons, but it appears to have hurt Paramount and its media outlets.”

In late April, David Ellison hosted an elaborate dinner in Washington to honor the “Trump White House,” according to invitations to the event, “even though President Trump continually insulted journalists at CBS and elsewhere,” the lawsuit said.

On Wednesday, during a confirmation hearing on Capitol Hill, U.S. Sen. Cory Booker (D-NJ) blasted acting Atty. General Todd Blanche for his attendance at the dinner while his agency was reviewing the Paramount deal.

Also on Wednesday, the nonprofit news site ProPublica reported Federal Communications Commission Chairman Brendan Carr has accepted $63,000 in free tickets from CBS in recent years — while Paramount mergers were pending.

Times Staff Writer Ben Wieder contributed to this report.

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.”

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.”

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

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

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

A Paramount representative did not immediately comment.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Ellison also vowed to protect the HBO brand.

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

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

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

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

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

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

(Paul Kuroda/For The Times)

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

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

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

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

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

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

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

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

Decades of Hollywood empire-building ended with a quake in 2017 when Australian media mogul Rupert Murdoch decided to sell much of his Fox entertainment holdings amid the rise of Netflix and other tech giants.

This week, another titan who has been instrumental in shaping American media and telecommunications began to unwind his Hollywood holdings.

Brian L. Roberts — who with his father built Comcast into a cable TV and internet colossus — announced his company would spin off its prestigious NBCUniversal unit into a separate publicly traded company sometime next year.

The move reverses Roberts’ purchase of NBCUniversal in 2011 — a bold bet that created a behemoth with popular programming and cable pipes to pump that content into consumer homes.

Comcast’s breakup marks the close of a Hollywood era, one dominated for 40 years by a class of maverick moguls: Murdoch, CNN founder Ted Turner, Viacom’s Sumner Redstone, cable titan John Malone and the Philadelphia-based Roberts family.

Now, a new crop of leaders has emerged, reflecting Silicon Valley’s vast influence over the film and and TV business, which has been upended by streaming and, now, artificial intelligence.

“There was a time that Murdoch, Malone and Brian were really industry leaders who could affect change,” said Bank of America managing director Jessica Reif Ehrlich in an interview. “That’s not true any longer.”

Analysts widely believe Monday’s announcement is a prelude to eventual sales of both Comcast and NBCUniversal, a theory that Comcast rejects.

Roberts, 67, told analysts he will remain involved in both NBCUniversal and Comcast after the separation. Still, he plans to relinquish his chief executive role after 25 years and a half century at Comcast. Roberts has picked trusted associates to run each firm, and his family will continue to hold controlling shares of both companies.

But the shift underscores a dramatic loss of clout by Comcast and other traditional media enterprises. Netflix, Apple, Amazon and Google’s YouTube have diminished the industry’s financial pillars — box office receipts and cable programming fees — and given consumers control over when and how they watch programming.

Murdoch was the first to flee. In 2014, he was rebuffed in his $80-billion bid to beef up his 21st Century Fox by buying HBO, CNN and other Time Warner assets. Murdoch’s defeat led to the Fox asset sale to Walt Disney Co.

Last fall, Comcast made a run for the same properties with a plan to unite NBCUniversal with Warner Bros.

Instead, 43-year-old tech scion David Ellison — with help from his billionaire father, Oracle software co-founder Larry Ellison — scooped up the prize for a staggering $111 billion.

The pending blockbuster merger of Ellison’s Paramount Skydance and Warner Bros. Discovery is expected to reshape the industry and leave NBCUniversal increasingly vulnerable to a takeover.

“It looks like Comcast’s NBCUniversal was left standing on the dance floor without a partner,” MoffettNathanson media analyst Robert Fishman wrote in a Tuesday note to investors.

Paramount’s play for Warner Bros. came a month after Ellison finalized his family’s purchase of cash-strapped Paramount from Shari Redstone. The one-two acquisition punch would propel the Ellison family to top-tier moguls with influence over CNN, CBS News, HBO, Turner Classic Movies and two historic Hollywood studios.

“It’s a flagging industry. … The industry will have to consolidate to survive,” said C. Kerry Fields, a USC Marshall School of Business economics professor. “Those who have content plus [streaming] distribution are going to be the winners.”

Roberts knows distribution. His father in 1963 bought his first cable TV system in Tupelo, Miss. It was a quirky bet for Ralph Roberts, who figured his belts and suspenders business would soon be toast as beltless polyester pants became the rage.

Brian Roberts joined Comcast as a high school intern, setting up supermarket promotions. In 1975, he became a trainee cable installer, climbing poles and stringing cables. He joined Comcast full time in 1981 after graduating the Wharton School at the University of Pennsylvania.

For more than 30 years, he worked in tandem with his dad. With key associates, they built the nation’s foremost cable TV service — then the entertainment gateway — and grew stronger by offering internet, phone and then wireless service.

Analysts credit the 2011 purchase of NBCUniversal as a huge success; Comcast rescued a company that was on the ropes due to General Electric’s under-investment.

Over the years, Comcast rebuilt NBC and Spanish-language Telemundo, writing big checks for the best sports rights, including the FIFA World Cup, NFL, NBA and Major League Baseball.

Comcast also recognized value in theme parks and invested heavily, building Universal Studios as a formidable rival to Disney. NBC finished the season in first-place among traditional TV broadcasters and its L.A. film studio is an industry leader.

But the world has changed.

“One of the defining characteristics of this company has always been our willingness to look ahead, embrace change, and position ourselves for the future,” Roberts told analysts during a Monday call.

Reif Ehrlich, the Bank of America analyst, said Comcast needed to do something — or watch its stagnant stock sink farther.

Wall Street has punished the company amid steep losses in its cable TV and broadband internet units, and because NBCUniversal has historically generated its biggest profits from its cable channels.

In January, Comcast spun off those networks, including CNBC, MS NOW, USA Network and Golf Channel, to create a new entity called Versant.

But the move failed to boost Comcast’s battered stock, which dropped 3.3% on Wednesday to $23.73.

Five years ago, Comcast stock topped $50 a share.

“It was just a very challenged market on both sides, and it’s getting worse, not better,” Reif Ehrlich said.

Comcast faces competitors beyond traditional telecommunications firms, including AT&T and T-Mobile. SpaceX’s Starlink provides satellite internet service.

NBCUniversal must jockey alongside other well-capitalized players, including Amazon, Netflix and Disney. NBC’s streaming service, Peacock, has struggled to get traction. It counted 46 million paying subscribers as of the first quarter, a fraction of Netflix’s 325 million and the nearly 132 million subscribers of Disney+.

“It’s kind of a subscale player,” Reif Ehrlich said. “It’s just a real battle, and NBC has expensive sports rights.”

Roberts conceded the difficult landscape on the analyst call.

“The world is changing faster than ever,” Roberts said. “Technology, consumer behavior, competition, capital requirements are all evolving at an unprecedented pace … When we acquired NBCUniversal, more than 15 years ago, the industry looked very different.”

He will retain control for at least three years. The NBCUniversal spin-off is envisioned as a tax-free transaction for shareholders, providing a short-term buffer from deal-making to preserve that structure.

NBCUniversal could be up for grabs by 2029 — a pivotal year when the NFL is expected to open negotiations for a new round of broadcast rights. That auction is expected to draw heavy interest from Amazon and other streamers — not just veterans Fox, NBC, Disney’s ESPN and Paramount’s CBS.

“Brian Roberts has already proven his willingness to play the long game and with continued control should be the end decision maker,” Fishman said.

Much like Murdoch, who is now 95 and partially retired.

“Rupert was the smartest guy in Hollywood — he got out at the top,” Reif Ehrlich said.

He entrusted power to his 54-year-old son, Lachlan, who has been busy remaking Fox after the 2019 sale to Disney, which included Fox’s film and TV studios, streaming service Hulu and the FX and National Geographic channels. Fox also unloaded its regional cable sports networks — a savvy move before that business cratered.

The Murdochs kept Fox Sports, the Fox broadcast network, TV stations, Fox News Channel and the studio lot.

The company has been expanding. Lachlan Murdoch led Fox’s purchase of Tubi, which provides free TV channels and movies for smart televisions, keeping Fox in the streaming game. The company launched Fox News and weather products, and subscription service Fox One, which streams the company’s sports and news.

Earlier this month, Lachlan Murdoch stunned the industry by agreeing to pay $22 billion for Roku, a leading streaming platform that reaches 100 million viewers worldwide. Murdoch called the proposed purchase “a defining moment for Fox.”

As CNN prepares for change under a new owner, the network’s chief legal affairs correspondent, Paula Reid, is heading for the exit and expected to jump to MS NOW.

The Washington-based Reid’s contract with CNN is up in several months and she has told the network she does not plan to renew. She is expected to sign on with CNN competitor MS NOW, according to people familiar with her plans who were not authorized to comment publicly.

A representative for MS NOW said the network does not comment on personnel matters but added, “as everyone in Washington knows, Paula Reid is an exceptional reporter, and any news organization would be fortunate to showcase her journalism.”

Reid‘s planned departure comes ahead of the impending merger of CNN parent Warner Bros. Discovery and Paramount. The combination has led to speculation over who will run CNN, and the uncertainty is said to have played a factor in Reid’s decision.

Reid joined CNN from CBS News in 2021.

CNN and Paramount’s CBS News will be combined after the merger, but the management structure is still under discussion. Paramount put Bari Weiss, founder of the heterodox digital news site the Free Press, in charge of CBS News in October, with a mandate to move the network’s coverage more to the political center. Based on the chaos that has ensued at CBS News under her watch, many CNN insiders are concerned over her possible stewardship of an even larger and more complex organization.

CBS News executives and on-air talent have pushed back at Weiss’ efforts to make changes at the division, which many insiders have viewed as an attempt to placate the Trump White House while Paramount seeks regulatory approvals needed ahead of closing the $111-billion Warner Bros. Discovery deal.

Internal resistance to Weiss has been strongest at the venerable news magazine “60 Minutes.” The program’s star correspondent Scott Pelley was fired last month after he confronted management over the dismissals of executive producer Tanya Simon and his on-air colleagues Sharyn Alfonsi and Cecilia Vega.

Weiss’ overhaul of the “CBS Evening News” with her handpicked anchor Tony Dokoupil has failed to improve the third-place program’s competitive position in the ratings. The program has also been criticized for some of its editorial decisions and logistical snafus.

CNN anchor Anderson Cooper has reportedly told colleagues he does not want to work for Weiss if the cable network is put under her purview. He already rejected an offer from Weiss to anchor the “CBS Evening News” and declined to renew his deal as a “60 Minutes” contributor after nearly two decades with the program.

The chaos at CBS has given pause to people at CNN. Larry Ellison, the tech billionaire and father of Paramount Chief Executive David Ellison, has reportedly promised Trump there will be sweeping changes to CNN after the merger.

Reid, 43, is among the many TV news correspondents and anchors that Trump has disparaged over the years, claiming they are unfair in their coverage. As White House correspondent for CBS News, Reid was known for asking tough questions of Trump during his White House briefings on the coronavirus.

Reid was a lawyer before becoming a journalist at CBS News in 2010. In addition to serving as White House correspondent for the network, she covered the Justice Department and the Supreme Court.

Reid would be another significant hire for MS NOW, the progressive-leaning channel that is rebuilding its roster after separating from NBC News and its parent, Comcast. The network formerly known as MSNBC is now part of Versant, a company with a stable of cable networks spun off by Comcast.

Peter Alexander, former chief White House correspondent for NBC News, is joining MS NOW as a morning anchor later this year. The network also hired former “CBS Mornings” executive producer Shauna Thomas as political director.

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

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

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

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

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

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

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

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

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

(Alishia Abodunde / Getty Images)

Paramount did not offer immediate comment.

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

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

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

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

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

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

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

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

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

Trump has been eager for changes at CNN.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Paramount wants to finalize its purchase by September.

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

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

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

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

Paramount’s deal would mark the third time Warner has changed hands in the last decade. AT&T bought the company in 2018 and then sold it to the smaller Discovery four years later. That deal left Warner Bros. burdened by debt, setting the stage for the Ellison takeover.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Times staff writer Wendy Lee contributed to this report.

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

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

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

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

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

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

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

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

(Sarah Stier / Getty Images)

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

What is UFC Freedom 250?

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

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

Who is putting on the fight?

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

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

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

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

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

Where can viewers watch the event?

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

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

(Julia Demaree Nikhinson / Associated Press)

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

Will this be a star-studded event?

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

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

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

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

Why is there opposition to the fights?

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

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

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

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

MEGAN Thee Stallion nearly blew the roof off Radio City Music Hall after gracing the 2026 Tony Awards stage in barely-there lingerie during the ceremony’s wild opening number.

The rapper bent over in a Moulin Rouge-inspired look and showed off her signature twerking skills before dropping an F-bomb during the live awards show that was televised on CBS and Paramount+ on Sunday night. 

Megan, 31, made a surprise appearance during host Pink’s massive Broadway-themed opener on Sunday night, instantly becoming one of the most talked-about moments of the 79th Annual Tony Awards.

The music superstar strutted onto the stage in a sparkling black corset bodysuit complete with fishnet tights, dramatic garters, sequined detailing and towering heels.

She channeled full Parisian cabaret energy inspired by her recent run in Moulin Rouge! The Musical on Broadway.

The Grammy winner joined Pink during a remixed performance of Lady Marmalade, the signature Moulin Rouge anthem, as dancers swarmed the stage in feathered costumes and red velvet-inspired looks.

ALL THAT JAZZ

Rose Byrne, pregnant Aubrey Plaza, and more stars dazzle at 2026 Tony Awards

At several points during the performance, Megan dropped into twerk breaks – which resulted in roaring applause from the crowd.

At another point, the camera cut to stunned audience members cheering and laughing as the Houston-born rapper was bleeped after dropping an F-bomb.

The over-the-top opening number featured more than 170 Broadway performers and included tributes to Moulin Rouge!, Chicago, Rent, A Chorus Line and several of the night’s biggest nominated productions.

Pink, who is hosting the Tonys for the first time ever, kicked things off flying over the audience in a Peter Pan costume and harness before launching into a theatrical mashup packed with celebrity cameos.

Mormon Wives breakout Whitney Leavitt also popped up during the opening dressed in her Roxie Hart costume from Chicago, while Lea Michele belted out surprise vocals during the sprawling musical performance.

Fans immediately flooded social media praising the campy energy of the opener – and Megan quickly emerged as the breakout star of the night.

“One thing Megan Thee Stallion is gonna do is commit to the performance,” one fan wrote on X alongside fire emoji’s.

Another viewer posted: “Megan twerking at the Tony Awards was NOT on my bingo card but she ate.”

A third fan joked: “Broadway just became the Hot Girl Theater.”

Others praised Pink for embracing the over-the-top antics of the Tonys opener, with one viewer calling it “the most fun opening number in years.”

Megan’s appearance comes just weeks after wrapping her history-making stint in Moulin Rouge! The Musical, where she became the first female-identifying performer ever to play the role of Zidler in any production of the show worldwide.

The 2026 Tony Awards aired live on CBS and Paramount+ from New York City’s Radio City Music Hall.

LUKE Evans caused the Tony Awards audience to blush and sent social media spiraling after performing in a scandalously skimpy Frank-N-Furter costume live on CBS.

The Beauty and the Beast actor left little to the imagination, wearing just a tiny black jockstrap, a leather corset and sky-high heels for Sunday night’s Rocky Horror Show performance. 

During the 79th Tony Awards held at Radio City Music Hall in New York City, the ceremony paid tribute to the hit Broadway revival of The Rocky Horror Show. 

Luke, 47, emerged through a cloud of smoke to perform his starring role as the iconic Dr. Frank-N-Furter with glam-rock chaos in full force.

He completed the sexy look with fishnet stockings, elbow-length gloves, dramatic stage makeup and the crystal-covered corset before launching into a raunchy rendition of the track Sweet Transvestite alongside the cast.

At one point during the performance, the Welsh actor spun around to flash the crowd in the barely-there costume while grinding across the stage and dramatically whipping off a velvet cape to reveal the jockstrap underneath.

BROADWAY BABE

Megan Thee Stallion drops F-bomb & twerks in lingerie for Tony Awards opener

ALL THAT JAZZ

Rose Byrne, pregnant Aubrey Plaza, and more stars dazzle at 2026 Tony Awards

The raunchy performance instantly sent social media into a meltdown as viewers praised Luke for fully committing to the campy cult-classic character.

“Luke Evans shaking his d**k and a** on stage at the Tony Awards while wearing his slutty Rocky Horror Frank-N-Furter costume…this is what Pride Month is all about!” one fan wrote on X.

Another viewer joked: “I did NOT expect Luke Evans in six-inch heels and a corset at the Tonys but now I never want him to take it off.”

A third person posted: “Broadway Luke Evans might be his most powerful form yet.”

Luke has been starring as Frank-N-Furter in the Broadway revival of The Rocky Horror Show since previews began earlier this spring, with the production officially having its opening back in April at the Hudson Theatre.

The actor previously admitted he spent months preparing physically for the demanding role, which includes elaborate choreography, live vocals and multiple quick-change costume moments throughout the show.

Frank-N-Furter, the provocative alien scientist at the center of Rocky Horror, was originally made famous by Tim Curry in the 1975 cult-classic film adaptation.

Now, Luke has made it his own, putting a darker and more seductive spin on the iconic role.

While Luke may be stirring up conversation on Broadway these days, the actor has spent years building an impressive resume across film, television and theater.

Many fans recognize the star as the villainous Gaston in Disney’s 2017 live-action Beauty and the Beast opposite Emma Watson, where his booming musical vocals and cocky swagger made him a standout.

He also starred as Bard the Bowman in The Hobbit trilogy and played the sinister Owen Shaw in Fast & Furious 6 before later reprising the role in the franchise’s spinoff projects.

On television, Luke has taken on darker dramatic roles in projects including The Alienist, Nine Perfect Strangers and Hulu’s true-crime miniseries Nine Bodies in a Mexican Morgue.

Broadway audiences, meanwhile, have long known Luke for his powerhouse stage vocals. 

Before his Hollywood breakthrough, he starred in major London West End productions including Rent, Miss Saigon, Avenue Q and Piaf.

His turn as Frank-N-Furter in The Rocky Horror Show marks Luke’s splashiest return to the stage in years – and judging by the positive Tony Awards reaction, audiences are fully embracing his comeback.

The actor’s Tony Awards appearance quickly became one of the night’s most viral moments alongside Megan Thee Stallion’s Moulin Rouge-inspired twerking performance and host Pink’s over-the-top opening number.

The 79th Annual Tony Awards aired live Sunday night from Radio City Music Hall in New York City.

June 5 (UPI) — The attorneys general of several states are preparing to file a lawsuit in the coming weeks to prevent the $111 billion merger of Paramount Skydance and Warner Bros. Discovery.

As many as 10 states are involved in a California-led antitrust investigation of the merger, which would create an entertainment monolith comprised of two of the biggest major players in television, film and streaming globally, the Los Angeles Times, Bloomberg and The Wrap reported.

Officials in the states have started working on the lawsuit and where to file it, the news organizations confirmed, and the litigation could potentially be filed before the end of June.

Although California Attorney General Rob Bonta told The Wrap in early April that “red flags are everywhere when you have a merger of this type,” his office did not confirm that the lawsuit was taking shape and could be filed soon.

“The Paramount acquisition of Warner Brothers remains an active investigation, and we do have any updates to share at this time,” Bonta’s office told the news organizations in a statement.

The states that have been involved in Bonta’s investigation and may join the lawsuit, aside from California, are Colorado, Connecticut, Massachusetts, Nevada, New York, Oregon, Pennsylvania and Tennessee.

Paramount and Netflix competed for months to win the right to buy Warner Bros. Discovery, with Warner’s shareholders voting to approve selling the company to Paramount for $31 per share.

The merger has been controversial because Paramount Chairman David Ellison has said that after the company receives regulatory approval, he plans to make $6 billion in cuts between both companies.

Although Ellison said that the Paramount and Warner Bros. film studios will maintain their current pace of 15 theatrical releases per year, the deal has drawn sharp rebukes from across Hollywood and some parts of the federal government because the downsizing will most likely include job cuts.

The state of California is leading an effort to prepare a possible lawsuit that could thwart Paramount Skydance Corp.’s planned acquisition of Warner Bros. Discovery, a potential obstacle for the $111 billion deal.

The lawsuit, which could be filed as early as this month, would likely involve multiple states, according to a source familiar with the deliberations who was not authorized to comment publicly.

The litigation would seek to challenge the proposed merger on antitrust grounds, arguing it would thwart competition, lower wages and lead to widespread job losses.

“The Paramount acquisition of Warner Brothers remains an active investigation, and we do not have any updates to share at this time,” said California Atty. General Rob Bonta’s office in a statement.

In a statement, Paramount said it “will continue to fight against any attempt to derail a deal that plainly benefits consumers, creators and the industry as whole.”

“Opposing this deal means opposing expanded consumer choice, new opportunities for creators and workers, and greater competition throughout the creative ecosystem — the opposite of what antitrust law is meant to achieve,” the company added.

Warner Bros. Discovery shareholders in April approved the sale of the company to Paramount after Netflix dropped out of the auction.

Under Paramount Chairman David Ellison’s proposal, Warner investors would receive $31 a share, nearly four times the price of the company’s stock in April 2025. He also said he will keep both studios’ release schedules of 15 movies a year for a total of 30 films a year.

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

The prospect of substantial job cuts during a period of downsizing in Hollywood has ignited widespread opposition to the sale.

Thousands of people who work in the TV and film industry, including actor Joaquin Phoenix and director-writer-producer JJ Abrams signed an open letter opposing Paramount’s planned acquisition of WBD, saying it would lead to fewer production jobs and fewer choices for consumers. Others have also raised concerns about the impact it could have on content.

“The consequences would be felt nationwide, from destroying CNN the way that Ellisons have devastated CBS to entertainment industry job losses and consumers losing access to independent voices and a competitive market,” said Norm Eisen, executive chair of Democracy Defenders Fund, one of the groups that organized the open letter. “State attorneys general have both the authority and the responsibility to act when a transaction of this scale directly threatens the public’s interest, and I hope states across the country will join any effort to challenge this deal,” Eisen said in a statement.

The potential lawsuit, first reported by Bloomberg and Reuters, is being considered by other states, including New York and Colorado.

“Paramount and Warner Bros. haven’t cleared regulatory scrutiny,” Bonta told The Times in March. “My office has an open investigation into [the deal] and we intend to be vigorous in our review.”

Despite the potential obstacle, Raymond James equity analysts said in a note on Thursday that they “still believe the deal is likely to close.”

Last month, Paramount hired antitrust attorney Jeffrey Kessler to defend its planned acquisition of Warner Bros. Discovery. Kessler recently led a case for state attorney generals against concert promoter and ticketing firm Live Nation, resulting in a win for states, including California.

“We also think there are win/win solutions to be had particularly in California given exodus of production from CA in recent years and efforts to bring production back to Hollywood,” the analyst said in their note.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Where does the regulatory process stand?

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

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

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

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

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

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

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

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

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

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

Why are you so confident?

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

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

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

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

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

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

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

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

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

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

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

Would Paramount spin off CNN?

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

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

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

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

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

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

Stephen Colbert’s viral public access spot had former bosses CBS and its parent company Paramount in a brief tizzy over the weekend, mere hours after his buzzy late-night sign-off.

The longtime TV personality, 62, returned to the air on Friday evening on “Only in Monroe,” a public access program in Monroe, Mich., with an hour-long late-night parody episode that featured several guests and took shots at Paramount’s monopolistic aspirations in media. Colbert, previously a one-time host of “Only in Monroe,” began his episode: “It’s been an excruciating 23 hours without being on TV, so I am grateful to be able to be here on Monroe Community before they also get acquired by Paramount.”

The “Only in Monroe” episode was broadcast in southeast Michigan, the Associated Press reported, and also published to Colbert’s official YouTube page. News of Colbert’s surprise late-night spot spread online, with social media users reposting the episode in its entirety or sharing clips. Journalist and the Desk founder Matthew Keys shared the episode to his X (formerly Twitter) page, tweeting on Sunday that he received a “frivolous” copyright notice from Paramount Global.

CBS said in a statement shared over the holiday weekend to multiple outlets that the “Only in Monroe” episode was “financed and produced by CBS Studios” and was posted on Colbert’s YouTube page through a collaboration with Monroe Community Media and Colbert’s “The Late Show” YouTube channels. The network, which was home to “The Late Show With Stephen Colbert” for more than a decade, said in its statement that it is “regular practice” to copyright-strike “unauthorized websites” that repost its “copyrighted content,” but later added that it’s walking back its actions.

“For this episode, we have decided to waive further enforcement of this standard industry practice until additional review,” the statement said.

A representative for CBS did not immediately respond to The Times’ request for comment on Tuesday. A representative for Colbert also did not immediately respond.

Colbert’s guests on Friday included regular “Only in Monroe” hosts Michelle Baumann and Kaye Lani Rae Rafko Wilson, Emmy winners Jeff Daniels and Steve Buscemi, rapper Eminem (via video call) and White Stripes rocker Jack White. Friday’s broadcast ended with a literal bang, with Colbert, Daniels and White taking hammers to the talk show set and setting it ablaze.

“Since they are no longer using this set, it would actually be helpful for me to destroy it,” Colbert said, “which is pretty great news because right now — for no particular reason — I would very much like to break something.”

“The Late Show With Stephen Colbert” ended its run at CBS after 11 seasons and more than 1,800 episodes. Colbert began his late-night talk series in 2015, succeeding David Letterman. CBS announced it was canceling “The Late Show” in July 2025, with chief executive George Cheeks claiming “this is purely a financial decision against a challenging backdrop in late night.”

“It is not related in any way to the show’s performance, content or other matters happening at Paramount,” Cheeks added at the time.

CBS announced it was parting ways with Colbert, a relentless critic of President Trump, after Paramount settled a lawsuit filed by Trump for $16 million. At the time, media mogul David Ellison’s Skydance Media was also awaiting federal approval to acquire Paramount for $8 billion. Ellison is the son of Oracle co-founder, tech billionaire and Trump ally Larry Ellison.

Colbert ended his CBS tenure at the Ed Sullivan Theater on Thursday evening, joined by an impressive roster of celebrity guests including Paul Rudd, Bryan Cranston, Tim Meadows, Ryan Reynolds and Paul McCartney. The “Late Show” time slot now hosts media mogul Byron Allen’s “Comics Unleashed” syndicated show.

After late night, Colbert revealed in March that his next project is co-writing a new “Lord of the Rings” movie with his screenwriter son Peter McGee. Even as Colbert begins a new chapter away from late night, work may bring him right back under the Paramount umbrella.

The new “Lord of the Rings” films, including Colbert’s project, will be produced by New Line and its parent company, Warner Bros. Discovery. David Ellison‘s Paramount Skydance is seeking a $111-billion takeover of Warner Bros. Discovery and its properties.

Times staff writers Greg Braxton and Meg James contributed to this report.

Is Paramount making a Tony Soprano move?

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

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

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

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

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

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

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

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

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

(Noah Berger/Associated Press)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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