Paramounts

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 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.”

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.”

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

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

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

A Paramount representative did not immediately comment.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Ellison also vowed to protect the HBO brand.

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

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

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

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

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

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

(Paul Kuroda/For The Times)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Paramount wants to finalize its purchase by September.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Where does the regulatory process stand?

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

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

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

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

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

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

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

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

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

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

Why are you so confident?

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

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

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

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

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

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

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

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

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

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

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

Would Paramount spin off CNN?

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

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

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

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

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

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