paramount

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

For now, no new settlement talks are scheduled.

Bonta expressed an openness to finding a truce.

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

Staff writer Kevin Rector contributed to this report.

California Atty. Gen. Rob Bonta abruptly pulled out of a planned mediation session Monday to seek a resolution to the antitrust lawsuit that has stalled Paramount’s blockbuster $111 billion merger with Warner Bros. Discovery.

Bonta, in a statement, cited Paramount’s alleged leaking and misrepresenting information the two sides discussed during a preliminary session Friday.

Representatives of Bonta and Paramount Skydance came together late last week to set ground rules for Monday’s meeting, which was to involve Paramount Skydance Chief Executive David Ellison.

One of the rules had been confidentiality of the mediation process.

“I have pulled down this meeting,” Bonta said in a statement. “As I have said before, generally for all cases, I prefer to resolve disputes in the boardroom, not the courtroom. As I’ve also said, if the opposing party in litigation wants to meet in good faith to make a sincere effort to resolve the case.”

Bonta went on to say “Not only did Paramount leak the alleged substance of the settlement discussions, but they misrepresented these discussions, demonstrating a lack of good faith.

“As soon as Paramount stops playing games and engages sincerely, my office is happy to meet again.”

This is a developing story.

As political pressure builds to resolve the standoff between California Atty. Gen. Rob Bonta and Paramount Skydance Chief Executive David Ellison over his company’s proposed Warner Bros. merger, the two sides are set to face off in a court-ordered mediation session this week.

It’s not clear whether Monday’s meeting will lead to an immediate breakthrough because the parties remain far apart on business concessions that Bonta has said are necessary to settle the antitrust lawsuit that has stalled Ellison’s proposed $111-billion takeover.

In addition, the fight has grown increasingly ugly after Paramount threatened to leave California. Then, on Friday, the company accused actor Mark Ruffalo — a prominent deal critic — of injecting “antisemitic tropes” into the campaign to thwart the industry-reshaping deal.

Leaders of prominent Jewish organizations, including the Simon Wiesenthal Center and the Anti-Defamation League, quickly came to Paramount’s defense, scolding the Emmy-winning actor best known for playing the Hulk and in numerous productions for HBO, the premium channel that Paramount is hoping to buy. Ruffalo is also known for being an outspoken political progressive.

“We are, as always, troubled when antisemitic tropes are invoked,” Paramount said in a statement. “Words like ‘genocide’ and ‘apartheid,’ applied to a corporate transaction, aren’t just wrong — they’re a bridge too far.”

The fracas began last week when Ruffalo highlighted support for Israel by Ellison’s father, Larry Ellison, and his software company, Oracle Corp., which has worked with the Israeli military amid the Israel-Gaza war.

Ruffalo recirculated a two-year-old video clip of Safra Catz, Oracle’s former CEO and a current Paramount board member. During an Israeli-American Council National Summit conference, she said she couldn’t discuss Oracle’s work with Israel’s military, but “we have some profoundly scary technology at Oracle and we wanted to make sure that it was available” to Israel after the Oct. 7, 2023, terror attacks by Hamas.

Ruffalo, in his post, described the war in Gaza as a “genocide” that “was built on an apartheid system of oppression powered by Oracle.”

In a subsequent post, Ruffalo defended his right to speak out against Oracle and the war in Gaza.

Mark Ruffalo stars in HBO’s drama “Task.”

(Peter Kramer / HBO)

“The accusation that I am antisemitic is appalling and fundamentally dishonest,” Ruffalo wrote on X. “Criticizing the actions of the Israeli prime minister, a military technology contract, or the executives who supply it is not the same as criticizing Jewish people.”

The fight intensified Sunday when Mark Goldfeder, head of the National Jewish Advocacy Center, lashed out at Bonta and suggested California’s top law enforcement official was doing Ruffalo’s bidding by filing the antitrust lawsuit.

“Your friend @MarkRuffalo said the quiet part out loud. His campaign against the Jewish Ellisons is about Israel, ‘genocide’, and ‘apartheid’,” Goldfeder wrote in a message on X directed at Bonta.

“Did you hear that too before you sued?” Goldfeder asked — a reference to a Feb. 27 message by Bonta, who at the time was responding to Ruffalo’s dismay after Paramount won the bidding war for Warner Bros., which also owns CNN.

In a nearly six-month-old post on X, Bonta wrote: “Mark, I hear you. I’m in conversation with my AG colleagues about Paramount/Warner Bros. As the epicenter of the entertainment industry, California has a special interest in protecting competition.”

Bonta and 11 other state attorney generals, all Democrats, from states including Colorado, Washington, Nevada and New York, filed the antitrust suit last month.

Paramount declined to comment on the latest developments.

Ruffalo has long been an outspoken critic of Israel’s involvement in Gaza. He’s also been a major irritant to David Ellison and other top Paramount executives as the actor took a starring role, drumming up opposition in Hollywood to Paramount’s proposed takeover of Warner Bros.

He helped lead a campaign that garnered signatures of more than 5,000 entertainment workers, including Ben Stiller, Bryan Cranston and Jane Fonda, who spoke out against the merger and its potential effect on Hollywood’s creative community.

Gov. Gavin Newsom has been privately advocating for a truce, in part, to avoid seeing another pillar of industry — the Paramount film studio — leave the state. Newsom reportedly said that he took Paramount’s threat “seriously.”

Mayor Karen Bass has also pushed for a settlement, which the Writers Guild of America criticized, accusing Bass of joining “Paramount’s pressure campaign,” when jobs are at stake.

A Los Angeles County report estimated that 4,500 jobs would be lost in Los Angeles if the merger goes through.

In recent weeks, key movie theater owners have scaled back their opposition, calling for talks to find a truce.

Bonta, in several interviews, has stressed the deal is about competition and antitrust law — not politics.

Paramount would have to sell businesses, what he calls “robust structural remedies,” to make the deal work, Bonta said last week on CNBC. He views Ellison’s pledge to make 30 movies a year post-merger as insufficient and unenforceable once the transaction closes.

Paramount last week demanded that Bonta and the other states post a $1.88-billion bond if the case stretches to March, which is when the judge has scheduled the trial. Paramount must increase its payout to Warner shareholders through “ticking fees” every quarter until the deal is complete.

The mediation talks are part of the judicial process.

During the CNBC interview Bonta criticized Paramount for raising issues that he doesn’t see as central to his group’s antitrust lawsuit.

“We do prefer to resolve cases in the boardroom instead of the courtroom,” Bonta told CNBC, a response to Democratic nominee for governor Xavier Becerra, who earlier this month said he, too, would like to see a settlement.

“For now we’re bringing our case,” Bonta said. “I hope they can focus on the actual allegations we make in our complaint.”

A lawsuit filed in federal court on Friday accuses writer and director Taylor Sheridan of stealing the idea for his powerhouse success “Yellowstone” from Lauren J. Salkin, a Virginia-based journalist and screenwriter.

Requests for comment from representatives for Sheridan, Paramount and NBCUniversal, all among those named as defendants in the lawsuit, were not immediately returned on Saturday.

The lawsuit says that Salkin spent more than 10 years developing a series to be called “Sovereign Nation,” which is described as “a dramatic television series centered on tribal governance, casino-driven economic power, and a modern war over land and development” with the overall project copyrighted beginning in 2010 and a specific pilot script copyrighted in 2016.

Having submitted the project to Sheridan’s management company, Elevate Entertainment, in February 2017, according to the filing, Salkin later received an email message that included the statement, “Taylor thanks you very much for your interest. Unfortunately, he’s unavailable for TV projects.”

Soon after, Paramount greenlit Sheridan’s “Yellowstone” project, with the first episode airing on June 20, 2018.

The lawsuit goes on to catalog a list of similarities between “Sovereign Nation” and “Yellowstone,” stating, “What then appeared in ‘Yellowstone’ was not merely another Western about land or family. It included specific expressive choices already embodied in Salkin’s materials.”

Kevin Costner in “Yellowstone.”

(Paramount)

Actors Gil Birmingham and Danny Huston were mentioned in Salkin’s original pitch deck as potential casting ideas for her show. Both would later appear on “Yellowstone.” The lawsuit goes on to say that the subsequent “Yellowstone” spinoffs “1883,” “1923,” “Marshalls” and “Dutton Ranch” are therefore also based on Salkin’s work.

The lawsuit states, “Copyright law does not protect the abstract idea of a Western, a land dispute, an Indian casino, or a powerful family — and that is not Plaintiff’s claim. The infringement alleged here lies in the copying of Salkin’s particular expressive choices and their coordinated selection and arrangement.”

The lawsuit asks for a jury trial, an injunction against ongoing and future copyright infringement and unspecified damages.

“Yellowstone” ran for five seasons from 2018-2024. Sheridan, who is also behind shows such as “Tulsa King,” “Landman” and “Mayor of Kingston,” is set to move his production company from Paramount to NBCUniversal in 2029. Sheridan was also nominated for an Academy Award in 2017 for best original screenplay for the neo-western “Hell or High Water.”

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Just ask David Ellison.

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

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

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

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

Legally pretty good

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

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

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

So why did the states sue?

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

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

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

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

(Noam Galai / Getty Images for Paramount)

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

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

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

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

The issues that don’t matter, but actually do

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

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

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

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

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

Politics front and center

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

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

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

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

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

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

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

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

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

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

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

So what’s next?

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

A growing enterprise

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

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

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

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

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

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

A pair of lawsuits

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

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

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

“I have regularly voted for candidates of both parties; I hold some views that would be called conservative and others that would be called liberal, just like most Americans,” Ellison wrote.

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

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

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

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

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

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

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

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

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

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

Costly standoff

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

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

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

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

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

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

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

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

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

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

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

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

The authority’s approval was significant because Paramount owns CBS News, children’s channel Nickelodeon and Channel 5, one of the largest over-the-air television broadcasters in the United Kingdom.

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

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

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

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

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

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

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

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

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

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

More than 5,000 entertainment industry workers, including such high-profile stars as Jane Fonda, Ben Stiller, Bryan Cranston and Mark Ruffalo, signed an open letter early this year, calling on Bonta to thwart the merger. The group alleged the transaction would weaken Hollywood with “fewer opportunities for creators, fewer jobs across the production ecosystem, higher costs, and less choice for audiences.”

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

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

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

Paramount Skydance must wait until March to defend its proposed $111-billion acquisition of Warner Bros. Discovery — a blockbuster deal that would reshape Hollywood by uniting two storied studios.

On Tuesday, U.S. District Judge Araceli Martínez-Olguín scheduled a March 2 trial to decide the merits of an antitrust challenge brought by 12 state attorneys general, led by California Atty. Gen. Rob Bonta. The states are teaming up to try to derail Paramount’s merger, and have snared preliminary victories — prompting a concession from Paramount to put the merger on hold until after the trial.

Paramount had asked for a Nov. 4 trial date.

Tech scion David Ellison wants to add HBO, CNN, HGTV, Food Network and the Warner Bros. studio to his smaller stable of Paramount properties. The trial will span 12 days and conclude March 19, the judge wrote in her order.

“We will continue to vigorously defend the transaction and remain committed to closing as soon as possible so its benefits for the creative community and consumers can be realized,” Paramount said in a statement.

The Writers Guild of America has separately sued to block the merger.

Friday marks the one-year anniversary of Ellison’s purchase of Paramount.

“Looking back on the past twelve months, I’m incredibly proud of how our team has turned those priorities into measurable progress, reflecting their talent, hard work, and dedication,” Ellison wrote in a Tuesday letter to shareholders as the company released its second-quarter earnings.

Results were mixed.

Revenue inched up 1% to $6.91 billion compared to the year-ago period, when Paramount was controlled by media heiress Shari Redstone.

The company’s studios and streaming divisions turned in stronger performances but costs, including $153 million in merger-related expenses, weighed on the corporate entity.

Profit declined 28% to $41 million, or 4 cents a share, compared to $57 million in the year-earlier period.

Paramount said it now has 81.6 million streaming customers, an increase of 2 million from the first quarter.

Streaming operations produced $2.5 billion in revenue, a 9% boost from the same quarter a year ago. Paramount+, which boasts the Taylor Sheridan-produced “Landman” and “Dutton Ranch,” also televised President Trump’s birthday extravaganza, the UFC Freedom 250 fights in June from the White House lawn.

Coverage of the FIFA World Cup in some Latin American countries assisted the streaming results. (Fox and Telemundo broadcast the highly rated soccer matches in the U.S.)

Studios revenue increased 16% to $1.3 billion, boosted by Paramount’s television studios and its licensing deals as well as the ability to consolidate revenue from Skydance properties. During the quarter, the Melrose Avenue film studio released “Scary Movie,” which brought in $231 million in global ticket sales, surpassing expectations.

Television media, which includes the CBS network, TV stations and the company’s struggling cable channels, declined 9% to $3.1 billion. Advertising revenue fell 14% and the company felt the loss of South American television operations, Telefe and Chilevision, which it divested after the Ellison takeover.

The company revenue during the current quarter should come in around $7 billion. It also released its full-year guidance, saying it expects $30 billion in revenue, up 4% over 2025.

Paramount released the earnings after markets closed Tuesday. During regular trading, shares gained nearly 2% to close at $8.38.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Now the judge must schedule the court date.

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

Paramount Skydance Chairman David Ellison and California Atty. Gen. Rob Bonta are clashing again — this time over when the antitrust trial to determine whether Paramount can complete its nearly $111-billion takeover of Warner Bros. Discovery should begin.

In court documents Friday, Bonta and his coalition of 11 other Democrat attorneys general proposed a two- to three- week trial beginning April 5, 2027.

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

“Our request for a November trial date is more than sufficient to give both sides the time they need to conduct discovery, gather evidence, and prepare for trial,” Paramount said in a statement that called the state attorneys general request for a springtime trial “nothing more than a stonewalling tactic.”

U.S. District Judge Araceli Martínez-Olguín, who is overseeing the high-profile case, now must pick the date.

For Paramount, the issue is hugely important.

Ellison wants to wrap up the massive Hollywood deal — bringing CNN, HBO and the Warner Bros. film and television studios under Paramount — as soon as possible. Doing so is crucial to holding together Paramount’s coalition of financiers and controlling its rising expenses, primarily legal fees and escalating obligations to Warner shareholders.

Early this year, Paramount agreed to pay Warner investors a so-called ticking fee of $.25 per share per quarter, beginning Oct. 1. The overture was aimed at winning over investors during a bidding war with Netflix. Paramount agreed to pay Warner shareholders at least $31 a share.

Those ticking fees would increase the cost by $650 million every quarter or $7 million a day. For Paramount, finalizing the transaction by year’s end would eliminate such payments in 2027.

Warner shares gained 3.3% Friday to $26.30 — well below the deal price. Paramount stock is down nearly 40% since early January; it ended the trading week at $7.96.

For the states — which have been joined in the antitrust litigation by the Writers Guild of America — setting the trial for next spring would bring advantages.

They would have more time to prepare their case while also gaining leverage over Paramount, should the two sides seek to resolve the issue out of court.

With the clock ticking, Paramount might be more willing to compromise to reach a settlement, including selling some of its hoped-for assets.

“Plaintiff States propose a fast-paced but realistic schedule that moves this case rapidly to trial while ensuring sufficient time for discovery and pretrial preparation,” the states said in the latest court documents. “A shorter timeline would be artificially compressed and risks depriving this Court of a full record on which to decide this $110 billion case.”

Paramount also faces a potential $7-billion payment to Warner Bros. should the merger collapse by next summer. Paramount is the smallest of the major media companies and acquiring Warner Bros. is key to Ellison’s ambitions to build a new Hollywood colossus.

The state attorneys general, including from Colorado, Oregon, New York, New Jersey and Nevada, have argued that the blockbuster merger — the largest in Hollywood in decades — would violate the Clayton Antitrust Act, which has been on the books for more than a century.

If the deal goes forward, just four companies — a post-merger Paramount-Warner, Disney, NBCUniversal and Sony Pictures — would control 86% of movies that are widely released (in more than 3,000 movie theaters), according to the attorneys general lawsuit.

Paramount-Warner Bros. would also own more than 50 cable channels, including CNN, TBS, HGTV, Animal Planet and Comedy Central, in addition to HBO.

The Wall Street Journal reported Friday that Gov. Gavin Newsom was not eager for a trial to take place.

Newsom has not publicly favored either side. Sources have previously told The Times that both sides have been lobbying the governor to win his support.

A Newsom spokesperson declined to discuss the Journal article, saying: “Our office doesn’t comment on anonymous sources or unverified reporting.”

Bonta — not Newsom — is leading the case.

Both hold statewide office; Bonta is running for reelection this year and Newsom is widely expected to run for president in 2028.

Paramount last week agreed to delay its acquisition amid concerns that it was poised to lose an important motion for a preliminary injunction — which would have rattled investors — and scuttled the deal until a trial could be held.

On Friday, Paramount said further delays “harm the many individuals outside this courtroom who will be denied the expanded content offerings and industry stability that a combined Paramount-WBD promises to bring.”

For his part, Bonta has said he was “eager” to move forward to a trial.

“Our challenge to the unlawful Warner Bros./Paramount merger is a clean-cut antitrust challenge through and through: it’s about protecting the vibrancy of an industry, the pockets of consumers, and the quality of films and television programs that take center stage in many of our lives,” Bonta said in a statement. “This challenge deserves careful and thorough review.”

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

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

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

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

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

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

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

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

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

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

Teamsters already have spoken out against the deal.

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

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

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

(Genaro Molina / Los Angeles Times)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The delay, filed in court on Friday, can cost Paramount $1.7bn in fees if the deal is not closed by next June.

Paramount Skydance has agreed to pause its $110bn acquisition of Warner Bros Discovery until after a federal judge rules on states’ challenge to the deal, according to court papers.

The delay, filed in court on Friday, could cost Paramount Skydance about $7m a day in fees it agreed to pay Warner Bros shareholders if the merger does not close by September 30.

“We look forward to proving our case at trial,” Paramount’s spokesperson said.

Twelve states, led by California, sued on July 13, arguing the deal would “extinguish competition” in Hollywood and lead to fewer choices for consumers, particularly moviegoers and cable customers. Paramount has called the states’ claims meritless and pledged to “vigorously defend” its merger.

“Halting this merger while our case proceeds is a critical victory in our efforts to uphold the law and protect the film and television industries,” said New York Attorney General Letitia James, who is suing to block the deal.

Friday’s move arrives just days after US District Judge Araceli Martinez-Olguin granted a temporary restraining order requested by the states to freeze the transaction for several weeks.

The companies agreed to pause the deal until five days after the judge rules on the merits of the case, or June 1, 2027, whichever comes first. Paramount could owe as much as $1.7bn in ticking fees to Warner Bros shareholders if the deal is delayed until then.

Similar merger challenges have taken an average of eight months for a judge to rule, a review of recent cases by the Reuters news agency has found.

There have also been concerns over a media stranglehold as the merger would have brought CNN, currently owned by Warner Bros, under the umbrella of Paramount. The latter already owns CBS, which has seen a fair amount of turmoil amid allegations of bias in favour of US President Donald Trump under the leadership of CEO David Ellison, whose father, tech billionaire Larry Ellison, is a Trump ally.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Paramount Skydance has notched a needed win as it continues to pursue its $111-billion deal to buy Warner Bros. Discovery.

On Wednesday, the European Commission gave its consent, allowing tech scion David Ellison’s industry-reshaping merger to move forward in the countries that make up the European Union.

Europe joins 64 other regulatory entities that have either approved the deal or chosen not to challenge it, Paramount said in a statement.

“These clearances recognize that the combination of Paramount and WBD will enhance consumer choice and enable a creative-first company to invest in more projects and bring stories to audiences worldwide,” Paramount said. “It will create a scaled media and entertainment company capable of competing with the tech companies that have come to dominate the industry.”

European regulators added just one condition: Paramount must end a partnership with Universal Pictures to share distribution of movies in Europe. Beyond that, regulators concluded that even with the proposed Paramount-Warner consolidation there were enough producers to avoid competitive harms.

“The Commission found that, at film production level, enough film studios remain as competitors,” the European Commission said in a statement. “These include other major US studios like Disney, NBC Universal … and Sony, along with smaller US studios such as Amazon MGM, A24 and Lionsgate, as well as European studios.”

But the merger would result in a “high concentration” of film distribution, the commission said, so Paramount would have 13 months to end its joint venture, United International Pictures, which distributes Paramount and Universal films to cinema owners in Europe.

Paramount must not “directly or indirectly … enter into any agreement or understanding with Universal to jointly co-distribute films” in the European countries for 10 years, the commission said.

Despite early concerns about potential dominance in the children’s television market, Paramount will not be required to divest Cartoon Network, a Warner asset, because of its ownership of Nickelodeon.

“The Commission found that streaming platforms offering children’s content will continue to act as a competitive constraint on the merged entity’s TV channels,” the agency said.

The European Commission joins regulators in Australia, Brazil, Canada, China, Saudi Arabia, Serbia and South Africa that have found the deal would not crush competition in their respective markets. Britain’s Competition and Markets Authority is still investigating the merger’s impacts.

Paramount secured the approval of the U.S. Justice Department last month. The company was hoping to close its blockbuster acquisition of Warner Bros., which owns HBO, CNN and the Burbank studios behind such popular characters as Batman, Superman, Harry Potter, Scooby-Doo, by the end of September to avoid a larger payout to Warner Bros. Discovery shareholders.

The European Commission’s approval came two days after Ellison’s firm was dealt a substantial setback.

A federal judge in Oakland on Monday issued a temporary restraining order preventing Paramount from finalizing the acquisition for at least 14 days as that antitrust case heats up. The decision came after 12 state attorneys general, led by California Atty. Gen. Rob Bonta, filed a lawsuit last week alleging the merger would violate U.S. antitrust rules.

District Judge Araceli Martínez-Olguín scheduled an Aug. 3 hearing to determine whether a longer-term pause is warranted. The states are expected to seek a preliminary injunction, which would tie up Paramount’s merger for months.

Paramount, in its statement, noted the European Commission’s conclusions “directly refute key assumptions that underpin the state AGs’ complaint seeking to block the transaction,” including whether big-budget or blockbuster films should be considered a market.

Wednesday’s approval “marks another significant milestone in bringing Paramount and Warner Bros. Discovery together,” Makan Delrahim, Paramount’s chief legal officer said in the statement. “We appreciate the Commission’s constructive engagement and thorough analysis throughout its review.”

Deal critic Alvaro Bedoya, a former Federal Trade Commission member who is now a senior adviser at the American Economic Liberties Project, offered a conflicting view.

“This is not remotely over. The United States is not Europe,” Bedoya said in a statement.

The Writers Guild of America joined the legal fray last week by filing 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. The WGA is also seeking an injunction.

The 37-page lawsuit filed by the state attorneys general 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.

In her order granting the states’ request for a temporary restraining order, Martínez-Olguín wrote: “The Transaction would also be difficult, if not impossible, to unwind if permitted to proceed given the anticipated consolidation of operations, sharing of business-sensitive information, and potential termination or reassignment of employees.”

Paramount faces a potential $7 billion payment to Warner Bros. should the company fail to close the transaction by next summer.

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.