settlement

A federal judge in Oakland has approved a settlement that allows Paramount Skydance Chief Executive David Ellison to finalize his $111-billion acquisition of Warner Bros. Discovery.

U.S. District Judge Araceli Martínez-Olguín on Wednesday signed a settlement agreement, effectively ending an antitrust lawsuit brought by California Atty. Gen. Rob Bonta and 11 other state attorneys general who initially fought the formation of a new Hollywood colossus.

The judge did not offer additional conditions to an agreement struck last week between Paramount and the states, instead allowing Paramount’s negotiated settlement terms to stand.

“The Court finds the proposed settlement agreement reflects a procedurally sound resolution,” Martínez-Olguín wrote in her order.

Ellison is aiming to finalize the merger early next week, capping his meteoric rise into one of the industry’s most influential figures. The Ellison family claimed Paramount and CBS last year, and will now add HBO, CNN, TBS, HGTV and the film and television studio with rights to Batman, Harry Potter, Fred Flintstone, “Friends” and “The Pitt” to its sprawling media and entertainment portfolio.

His father Larry Ellison, through his company Oracle Corp., also owns a substantial stake in the social media app TikTok and is among the tech giants supporting development of artificial intelligence.

The settlement agreement, which spans five years, requires the combined Paramount-Warner Bros. to release at least 30 films in theaters each year, commit an additional $1.5 billion to domestic film production and set aside $47.5 million for workers who may be adversely affected by the merger. It calls for the creation of a five-member panel to monitor editorial independence of CBS News and CNN, although critics note the Ellisons control board appointments, diminishing its independence.

The agreement, known as a consent decree, also stipulates that Paramount won’t sell or close its Melrose Avenue campus in Hollywood or the larger Warner Bros. lot in Burbank. The combined company must instead operate the historic facilities “in a manner consistent with past practices” for at least five years.

Paramount will also face restrictions on how it wields clout during negotiations for distribution of its basic cable TV channels. An independent monitor is expected to oversee implementation of the settlement terms.

The merger has been unpopular in Hollywood and critics denounced the settlement as weak. Opponents accused Bonta, who led the negotiations with Paramount, of caving into pressure from Gov. Gavin Newsom and Los Angeles Mayor Karen Bass, who publicly urged Bonta to abandon his court fight.

“Our settlement with Paramount resolves our antitrust concerns in every market we brought in our case, protects competition and consumer choice, and centers the needs, concerns, and futures of California workers,” Bonta’s office said in a statement.

Los Angeles County’s Department of Economic Opportunity has estimated that the merger will result in the loss of 4,500 local jobs as Ellison seeks to integrate the two entities and cut costs. Paramount has promised investors that it will shave $6 billion in spending within three years.

“Allowing the Paramount Skydance-Warner Bros. Discovery merger to move forward with no meaningful structural remedies will cost jobs, mute creativity, weaken independent journalism, and damage our First Amendment rights,” the Block the Merger coalition said Wednesday in a statement.

Sen. Cory Booker (D-N.J.) last week urged Martínez-Olguín to order an independent review to evaluate the strength of the proposed settlement terms and determine whether the pact adequately addresses alleged violations of the Clayton Antitrust Act.

During a Thursday hearing, Martínez-Olguín questioned key deal tenets, including the five-year length of the agreement and the value of the Miramax film studio, which Paramount agreed to divest should the company fall short of its film goals. She also asked why the state attorneys general dropped so many of their initial demands in pursuit of a settlement with Paramount.

“In years to come, we’ll be able to point to this failure to put consumers over the monied interests of corporate consolidation as the tipping-point moment for media in this country,” the Block the Merger coalition said in its statement.

The judge noted that she recognized the deep disappointment by merger opponents, and heard their concerns about news independence and a potential lack of diversity in storytelling when the two studios consolidate.

“But these hopes and desires for the proposed consent decree to reach farther — to achieve more — do not rise to the level of legal violations upon which the Court can reject the parties’ negotiated resolution,” Martínez-Olguín wrote.

The lawsuit resolution ends months of acrimony over Ellison’s deal for Warner Bros. Discovery, which was stalled for two months after Bonta and 11 other state attorneys general sued, arguing the combination would violate U.S. antitrust law and thwart competition. The Writers Guild of America lobbed its own antitrust lawsuit in an attempt to foil the merger.

But Paramount dug in, and its lobbying reached a crescendo by early September. A parade of state and local politicians, including Bass and others, urged a settlement due to fears that Paramount might follow through on its threat to leave California unless Bonta retreated.

Bonta and his coalition then worked behind the scenes to hammer out a settlement with Paramount, which was announced Sept. 21.

Paramount’s bankers have since been pricing bonds and lining up loans needed to finance the buyout of Warner Bros. Discovery shareholders at $31 a share. Ellison’s team had hoped to price the offering months ago, and interest rates have since climbed.

Paramount is selling about $44 billion of bonds and $7.5 billion in loans to finance the takeover, according to Bloomberg, which said the combined company will have more than $87 billion of investment-grade and high-yield debt.

Larry Ellison has promised to guarantee $47.5 billion in equity that his son needs to close the deal. Three Middle Eastern sovereign wealth funds, representing royal families in Saudi Arabia, Abu Dhabi and Qatar have agreed to invest $24 billion in the merged company, giving them a substantial stake in the new Paramount-Warner Bros.

Paramount separately announced Wednesday that Mattel Chief Executive Ynon Kreiz would soon join the merged company as co-chief executive, running Paramount-Warner Bros. day-to-day operations. Friday will be Kreiz’s last day at Mattel.

Mammoth deal has raised questions about corporate consolidation and editorial independence in media.

A United States judge has entered an order giving the green light for the media giant Paramount to complete its $110bn acquisition of entertainment company Warner Bros., despite fears about the long-term impacts of media consolidation.

On Wednesday, US District Court Judge Araceli Martinez-Olguin approved a settlement between Paramount, Warner Bros, and a group of 12 states that had sued to block the merger.

In her ruling, Martinez-Olguin described the proposed deal as a “fair, reasonable, and good faith approach to address the competitive harms”.

Analysts have long raised concerns about the acquisition, one of the largest media mergers in history.

The coalition of states that sued to block the deal, led by California, had argued that combining Paramount with Warner Bros would effectively stifle media competition. They estimated that nearly one-third of all theatrical releases and basic cable programming would be consolidated under the merger.

But the states abandoned their lawsuit in favour of a settlement on September 21.

The five-year agreement requires Paramount to abide by theatrical film release quotas, committing to 30 releases per year in the US.

It also mandates that the combined company must keep negotiations with cable providers for Warner-owned channels separate from its deals for Paramount-owned channels.

The settlement approved on Wednesday also includes the creation of a five-member panel meant to safeguard the editorial independence of CNN and CBS, two major news networks.

But sceptics have pointed out that the merger puts a large swath of US media under the control of David Ellison, who leads Paramount.

Under Wednesday’s agreement, Ellison is in charge of appointments to the board that would oversee news independence.

The Paramount CEO is the son of billionaire Oracle founder Larry Ellison, a strong backer of pro-Israel causes who has close ties to the administration of President Donald Trump.

The founder of the film production company Skydance, David Ellison acquired Paramount last year as part of another controversial merger.

The 2025 Paramount-Skydance deal brought CBS under Ellison’s control. Ahead of the merger, sceptics questioned the abrupt cancellation of the CBS comedy show The Late Show with Stephen Colbert, which had been critical of Trump.

Ellison later installed Bari Weiss, a pro-Israel media figure, as the head of CBS News in a move that also raised questions about diminished independence within major journalism outlets.

Some critics depicted Wednesday’s settlement as a further capitulation to powerful corporate interests.

“Allowing one Trump-aligned, foreign-owned conglomerate to dominate American news and entertainment is a disastrous outcome,” Senator Elizabeth Warren of Massachusetts said in the wake of the settlement’s announcement.

But public officials like California Governor Gavin Newsom had called on his state’s Attorney General Rob Bonta to scrap the 12-state effort to block the deal and to pursue a settlement instead.

Paramount emerged victorious from a bidding war with the streaming giant Netflix in February to win control of Warner Bros’s holdings.

That includes a series of media and entertainment services, including the film studio Warner Bros Pictures, CNN and HBO Max. The Trump administration approved the deal without alterations in June.

Last week’s settlement of the antitrust lawsuit between state attorneys general and Paramount Skydance over its planned merger with Warner Bros. Discovery marked a clear victory for David Ellison.

If approved by a judge, the settlement would clear the way for the emerging Hollywood mogul to complete the blockbuster $111-billion purchase after months of uncertainty over whether the deal would overcome intense opposition in Hollywood.

What’s more, Ellison achieved the settlement without having to agree to any so-called structural remedies that California Atty. Gen. Rob Bonta had been seeking.

But Ellison can hardly rest on his laurels. The Paramount Skydance chief executive will have to work hard to repair badly frayed relations with Hollywood talent who fiercely opposed the consolidation of two historic studios as a bad deal for workers. And the 43-year-old tech scion will be constrained by some of the terms that were imposed in the consent decree negotiated with Bonta and other attorneys general.

“I don’t envy David Ellison. You bought this ship, now you’ve got to sail it. And you’re facing threats on all fronts: bad will, everybody rooting for you to fail and operating a business in an incredibly uncertain, challenging time,” said Gabriel Kahn, a professor at the USC Annenberg School for Communication and Journalism. “At the same time, you are going to have to mortgage everything to make these debt payments.”

As part of the deal, Paramount agreed to a slate of requirements that, if it fails to deliver, could induce financial penalties, litigation and other costs.

For one thing, Paramount would have to pay a penalty and divest the Miramax film studio if it does not distribute 30 or more films a year in theaters.

The studio also pledged to spend $300 million more each year on film production in the U.S. and further boost its film spending if the federal government adopts a film tax credit of at least 20%; it agreed not to sell or close its lot on Melrose or the Warner Bros lot in Burbank and to operate them “in a manner consistent with past practices,” until 2031.

Additionally, Paramount is required to establish a board to ensure editorial independence for CNN and CBS News, though it will be appointed by Paramount directors with the authority to remove its members.

Beyond attempting to smooth the industry’s many ruffled feathers, Hollywood’s newest mogul must now also wrestle down an astonishing $80 billion in debt accrued as a result of this highly leveraged merger.

Ellison’s father, billionaire Larry Ellison, late last year agreed to backstop the $47 billion in equity needed to complete the acquisition. Royal families from Saudi Arabia, Qatar and Abu Dhabi have agreed to contribute another $24 billion for an equity stake by assuming some of Ellison’s financial commitments.

The months-long battle was bitter and hard fought and enmity within the industry has yet to subside.

On Tuesday, the morning after Bonta announced the settlement agreement, protesters converged outside of Paramount Skydance’s Melrose Avenue gate criticizing the deal. Some held fake gravestones that read: “RIP local business,” “RIP crew call” and “RIP creativity.”

Two days later, a coalition of several groups including the Committee for the First Amendment, filed an amicus brief asking the court to reject the consent decree, saying that it failed to address the anti-competitive concerns of the state attorneys general and would not protect jobs or consumers.

The sense of betrayal was acute.

“Hate to say it but we all got played,” wrote actor Mark Ruffalo, a leading organizer in Block the Merger, a grassroots organization made up of 1st Amendment advocates and Hollywood celebrities who aggressively opposed it, in a post on X.

Sen. Elizabeth Warren (D-Mass.) repudiated the deal, saying in a statement. that it “enables a handful of billionaires to call the shots in the media.”

The entertainment unions struck more cautionary notes.

SAG-AFTRA, the actors union, wrote in a statement that the deal “addresses some of our deep concerns,” but added, “We hope that the process of engaging with the attorneys general has impressed upon them the fact that in addition to collective bargaining, our members rely on the law to help protect our interests. These are the lowest standards that our employers must meet.”

Bonta, who had spearheaded the antitrust suit, gave a tepid endorsement of the consent decree.

“I want to be clear about something right up front: This settlement is not a vote of support for this merger. It is not a blessing,” he said.

During Paramount’s heated and often contentious legal and political wrangling to wrest control of Warner Bros., many in Hollywood became increasingly apprehensive. Combining two legacy studios, opponents feared, would bring even more job losses to an industry already battered by runaway production.

The skepticism hardened as the Ellisons made several controversial moves after Skydance acquired Paramount last summer. They included agreeing to pay $16 million to settle a lawsuit filed by President Trump over a “60 Minutes” interview segment, canceling the “Late Show With Stephen Colbert,” ending diversity, equity and inclusion programs and appointing Bari Weiss as editor in chief of CBS News, who engaged in a wholesale overhaul that led to a revolt at the esteemed “60 Minutes.”

When the newly formed Paramount Skydance announced its intention to swallow up Warner Bros. Discovery just months later, a massive wave of political pressure and public backlash began.

But the Ellisons dug in.

In January — after Netflix threw a surprise wrench into the Ellisons’ designs on Warner Bros. by offering $72 billion, which the studio accepted — Paramount took Warner Bros. to court and launched a hostile takeover bid.

A month later, Netflix walked away from the deal and collected a $2.8-billion termination fee after the Warners’ board agreed to Paramount’s higher all-cash bid.

But many in Hollywood began agitating against the planned merger and pushing for guardrails and protections.

In April, Block the Merger released an open letter declaring their opposition; its list of professionals across the film and television industry eventually swelled to nearly 6,000 names, including Ruffalo, Jane Fonda, Ben Stiller, Sofia Coppola, Trey Parker and Denis Villeneuve.

“The future of free media and a strong entertainment industry in America is at stake here,” said Norm Eisen, co-founder and executive chair of Democracy Defenders Fund, who also helped lead the Block the Merger campaign.

The Writers Guild of America sued to stop the deal, saying it violated antitrust laws. The union last week settled its lawsuit, citing the costs of continuing the litigation, after Paramount agreed not to lay off writers at CBS Broadcast News for years and to pay $17.5 million to the union’s health fund. Nonetheless, the guild said: “We continue to believe the merger will cause damage to writers and the industry at large.”

Some backed the megadeal, including power broker Ari Emanuel.

The WME executive and chairman and CEO of TKO came out swinging, excoriating the antitrust suit, in an op-ed for the Wall Street Journal in July. “They say they are protecting competition. Their actions threaten to destroy it,” he wrote.

The Ellisons’ ongoing ties with Trump — whose administration has clashed with ABC, CNN and other networks — only deepened the suspicions.

Oracle co-founder Larry Ellison has been a Trump supporter and friend. In addition to political donations, he participated in a Nov. 14, 2020, conference call that discussed ways to challenge Trump’s presidential election defeat.

Both Ellison and his son David reportedly promised the president they would make “sweeping” changes at CNN, which is owned by Warner Bros. Discovery.

In June, David Ellison attended the “UFC Freedom 250” event hosted by Trump on the South Lawn of the White House, and last week he was a guest at the White House state dinner honoring Chinese President Xi Jinping.

Amid the high-level public-facing Trump engagements, Paramount had been quietly trying to allay fears about the relationship to industry insiders.

Two individuals in the entertainment industry, who declined to be named for fear of retaliation, said that Paramount sent emissaries to extend a kind of olive branch, explaining their commitment to Hollywood and downplaying the relationship as a necessary step to get the deal done.

In August, Ellison published an op-ed in the New York Times in which he extolled his lifelong love of movies and laid out his case that he could be “trusted as a steward” of the media giant he was amassing, that includes two institutional news organizations (CBS and CNN) and the legacy studios he wished to combine.

However, his seemingly conciliatory message was undercut that same month when he threatened to relocate Paramount’s base to Tennessee or Texas. Ellison built his Skydance production in Santa Monica.

Across the industry, workers viewed the mixed messaging with wariness and anger.

“If Ellison truly wants to be a steward and do the things that he said he can do and wants to do in that article, I think people would welcome it,” said Pamala Buzick Kim, a co-founder of Stay in LA, the 23,000-member grassroots campaign aimed at boosting local film and television production. “They just have no evidence of it.”

Aside from the bad blood, Ellison’s biggest challenge may be financial.

At a time of massive industry upheaval, most observers believe that the company will have to lay off droves of workers to bring its costs down.

“I will honestly say that the biggest work that they have cut out for them is servicing this debt, and that’s going to guide every decision,” said Kahn, the USC professor.

“Now they’re going to have to fire lots of people in order to reduce costs to be able to make this deal pencil out, and they’re going to be skating on the razor’s edge to make sure that they have enough revenue coming in going forward to service this debt. They have almost no room to maneuver.”

But Paramount has one thing working in its favor: leverage. David (as in Ellison), for better or worse, is now the industry’s Goliath.

“I think temper tantrums can be easily forgotten if the work is there,” said Buzick Kim. “I think most people would be happy to leave it behind them — if the work is there.”

Times staff writers Meg James, Stephen Battaglio and Samantha Masunaga contributed to this report.

A federal judge declined Thursday to rule immediately on a proposed settlement between Paramount Skydance and 12 state attorneys general, leaving the last major legal hurdle to the studio’s $111-billion acquisition of Warner Bros. Discovery unresolved for now.

U.S. District Judge Araceli Martínez-Olguín did not indicate how she would rule, but said she wanted more information before deciding whether to approve the proposed consent decree, a court-enforceable agreement that would allow the merger to proceed under certain conditions..

“I’m not the only one who has some questions for you all. There’s lots of interest,” said Judge Martínez-Olguín. “I appreciate people are interested, but I also want to make sure that I have everything that I’m going to consider in front of me.”

The judge said she would issue a ruling “in due course.”

The hearing comes three days after California Atty. Gen. Rob Bonta announced that the two sides had reached an agreement.

It requires the combined company to release at least 30 films in theaters each year, commit at least an additional $1.5 billion to domestic film production and set aside $47.5 million for workers affected by the merger.

“When theater owners have publicly said that supply is the problem, those are voices that carry weight because they’re in the market,” said Paula Blizzard, an attorney for California, during the hearing. “They are the people we’re trying to protect — the businesses and the competition that we are trying to protect.”

The settlement proposal also includes stipulations on how basic cable channel negotiations must proceed, creates a board intended to protect the editorial independence of CBS News and CNN, and bars Paramount from selling or closing its Melrose Ave. lot or Warner Bros.’ Burbank lot while requiring the company to operate them “in a manner consistent with past practices.”

An independent monitor will oversee the settlement implementation. The agreement, if approved by the judge, will be in effect for five years.

“Paramount wants to get to work. Paramount is doing this deal because it wants to compete. Netflix, Amazon, Disney are far larger streaming undertakings,” said Josh Holian, an attorney for Paramount, during the hearing. “Paramount believes that a transaction like this can be transformative in fueling its ability to compete in that market.”

Before ending the hearing, Judge Martínez-Olguín assigned the parties several tasks, which included addressing a letter from U.S. Senator Cory Booker (D-N.J.) who echoed some concerns about the proposal.

Booker, the top Democrat on the Senate Judiciary Subcommittee on Antitrust, Competition Policy, and Consumer Rights, asked the judge to conduct an “independent public-interest review” before approving the settlement agreement. Because the U.S. Justice Department closed its investigation of the Paramount-Warner Bros. merger without seeking any remedies, Booker argued, the proposal is “the only enforceable instrument that will govern” the combined company.

Martínez-Olguín asked the parties to submit their responses to Booker’s letter by Monday, Sept. 28 at noon.

Warner Bros. Discovery Chief Executive David Zaslav had told staff earlier this week that he expected the deal to close no later than early October.

The settlement has divided Hollywood, with some saying Bonta bowed to political pressure from Los Angeles Mayor Karen Bass and California Gov. Gavin Newsom. During negotiations, Paramount threatened to move its studio out of state, which Newsom said he took seriously.

After the proposed settlement was announced, Paramount Chief Executive David Ellison said the combined company would remain in L.A.

Many in Hollywood are concerned about the threat of layoffs from the merger. Paramount has told Wall Street it plans to make more than $6 billion in cost cuts. A recent report commissioned by L.A. County estimated that 4,500 jobs could be lost over three years.

Did California come out a winner when Atty. Gen. Rob Bonta settled a multi-state lawsuit against Paramount Skydance on Monday, allowing its $111-billion purchase of Warner Bros. Discovery to move forward?

That’s the question everyone is trying to figure out, as the 32-page agreement is parsed, with pundits pouring over minutiae of cable streaming and tax credits. I’ll leave that to the business experts, but I’m here to give you a big picture of politics, power and possibilities — and one short but unsatisfying answer about whether this deal is good for the Golden State: Yes and no.

I’ll start with this: Did California win is the wrong question. There was always something bigger at play here that was lost behind the fear of further decimation to an industry so central and crucial to the state. The question the lawsuit asked is, “Do we live in an America where government institutions are so broken that power makes its own rules?”

The settlement might not give the entertainment industry all it hoped for but it was “a fight worth fighting,” said George Hay, a professor at Cornell Law School and a former attorney with the U.S. Department of Justice’s Antitrust Division, because it sought to answer that question in favor of consumers, and showed that states like California can and will step up to fill a dangerous void.

Under the Trump administration, the U.S. Department of Justice hasn’t so much abdicated its responsibility to enforce antitrust laws — it has embraced an oligarchic ethos that seems happy to feed the American economy into the mouths of behemoths, allowing companies such as Paramount free reign to gobble up whatever lies in their paths like an old-school Pac-Man.

Our president personally invests in industries he’s supposed to regulate (I’m looking at you, Silicon Valley). Corporations dump money into elections that average people can never hope to match. The free press is under increasing attack with multiple outlets banned from the White House — including CNN, which Paramount hopes to own along with CBS and whose editorial independence is at least addressed in this settlement, albeit weakly.

States, even powerful states such as New York and California, don’t have the muscle or money of the federal apparatus, and were never meant to play the role of national enforcer on issues such as these.

The fact that Bonta and the 11 other states involved in the antitrust litigation pulled together not just a credible, but effective team is a victory for all American consumers, and a message to other Pac-Man companies out there that even if federal regulation is on life support, there are still rules.

The states “showed that they could quickly and effectively put together a formidable litigation team, and achieve significant initial success. That’s a big deal. That that changes the role of the states for a long time into the future,” said William Kovacic. He’s a law professor at George Washington University and a former chair of the Federal Trade Commission, so like Hay, he knows a bit about antitrust enforcement.

“This has a ripple effect that goes through the entire federal enforcement system because they showed they could do something that was very difficult,” Kovacic said. “That’s a big institutional win for the states.”

To hear Bonta describe it, California is absolutely a winner in its own right, though, and this will be “very good” for the state. Which to be fair, is exactly what any decent politician would say.

“It will be good for consumers, good for prices, good for jobs, good for choice, quality, competition,” Bonta told me Monday afternoon.

Kovacic is a bit more measured, calling it a “modest win.”

The deal has many parts, but it covers a five-year period in which the new Paramount mega-studio must release between 30 to 32 films each year, many in theaters and some independent. It also has to keep open and running both the Paramount and Warner Bros. lots, a not-insignificant source of L.A. jobs — and maybe one of the most visible wins for the city.

The new company also must spend at least $1.5 billion over the five years on production in the U.S., and increase that figure if there are certain, uncapped federal or state tax credits available to them.

In California, where the budget deficit is in the billions, creating uncapped credits may be a hard sell, but Bonta told me he’s making it a priority in the next legislative session and will push the next governor — likely Xavier Becerra, who once held his job — to back them.

“I think we’re going to get it in California,” he said. It’s somewhat important because the settlement doesn’t specifically address production in California — and tax credits from other states have been drawing production away for years.

We’ll see how successful Bonta is on that endeavor — he hasn’t always gotten what he wants from governors.

Much has been made about the recent threats from Paramount Skydance Chief Executive David Ellison to move business operations out of California. That pressure has been cited as one of the factors pushing the state to settle, and it probably was — but not just because of Ellison.

Gov. Gavin Newsom made it clear that he preferred a settlement to a drawn-out court case, especially after that threat.

You may recall our governor has presidential aspirations, and is in a long-running battle with Trump over whether California is a wasteland for business beset by fraud and regulation, or a utopia of economic activity fueling the world’s fourth largest economy. Paramount reupping its threat to leave, or even worse, decamping for someplace such as Nashville, is not a great look.

So this case, which was never going to be a slam-dunk to win in court and which could easily have run into 2028 if it proceeded, was never a winning issue for Newsom.

Newsom Monday called the deal “a practical path forward,” which it definitely is — for him.

Hay, of Cornell, said it was a “big blow” when the governor failed to back Bonta and go all-in on litigation.

“Once [Newsom] once came out on the other side, it made things really, really difficult,” Hay said.

So there was pressure on Bonta to make a deal even from his friends, though Bonta told me that “what you call pressure was just noise to me. I never felt pressured in this process.”

But of course, nearly everything that happens in politics and litigation is about pressure — who has the power to apply it and who has the power to withstand it. Bonta, to his credit, applied pressure where Paramount never expected it.

“If I were in California, I’d be proud of the attorney general. At the end of the day, he got the best he could,” Hay said. “I’m glad they were there when the government bailed out because it made Paramount tow the line, and maybe that’s all that we could hope for.”

The Paramount settlement is more about possible than perfect, but it proved that states — and consumers — are not powerless, and every brawl that proves that is, as Hay said, a fight worth fighting.

California Atty. General Rob Bonta and Paramount Skydance Chief Executive David Ellison have reached an agreement to end the state’s antitrust fight, paving the way for Ellison to complete his $111-billion purchase of Warner Bros. Discovery, said a person familiar with the matter.

The two sides have agreed to resolve antitrust claims that Bonta and 11 other state attorneys general brought in late July, said the source, who was not authorized to comment publicly on the settlement.

As part of the deal, Paramount agreed to pay a penalty if the company fails to make good on a promise to distribute 30 films per year in theaters and to spend $1.5 billion on film production in Hollywood over the next five years, said the source who was not authorized to comment.

Representatives of Paramount and Bonta did not respond to a request for comment.

A federal judge must approve the agreement. Paramount would then be poised to quickly finalize its purchase of Warner Bros. Discovery — a blockbuster combination that will reshape Hollywood by collapsing two historic film studios with rights to Batman, Harry Potter, “Top Gun,” and Bugs Bunny and by combining the HBO Max and Paramount+ streaming services.

In addition to CBS, Paramount would own dozens of cable television channels, including CNN, TBS, HGTV, Food Network and Comedy Central.

The road to a resolution was fraught. Bonta abruptly canceled a negotiation session with Paramount in late August after potential deal terms leaked. Then, after talks restarted and the settlement began taking shape, several powerful Bonta allies, including New York Atty. Gen. Letitia James and Connecticut Atty. Gen. William Tong, signaled their displeasure with proposed deal terms.

They felt the deal points didn’t go far enough to mitigate the potential clout Paramount would wield over the film and television industries if it was allowed to swallow its larger industry rival, according to three people familiar with the matter but not authorized to comment.

Ellison’s goal had long been to complete the Warner takeover by the end of September — before midterm Congressional elections and prior to a key deadline for Paramount to increase its payout to Warner Bros. Discovery shareholders. Ellison received a boost from California Gov. Gavin Newsom, Los Angeles Mayor Karen Bass and Xavier Becerra, the Democratic nominee for California governor, who pressed Bonta to end the dispute rather than take the case to trial in Oakland in March.

Newsom said he took “seriously” Paramount’s threat to leave the state. He advocated for a settlement behind the scenes, according to two people close to the matter who were not authorized to comment.

State Attorney General Rob Bonta in 2025. (Genaro Molina/Los Angeles Times)

(Genaro Molina/Los Angeles Times)

Ellison was highly motivated to strike a deal because his company’s expenses will soon accelerate. Beginning Oct. 1, Paramount is on the hook to pay Warner investors a “ticking fee” of 25 cents per quarter, per share until the deal closed. That obligation is expected to add $7 million a day to the cost of the $31 a share that Paramount agreed to pay Warner shareholders when it won the bidding war back in February.

Paramount’s takeover will be heavily leveraged. The company’s bankers have lined up nearly $80 billion in debt to finance the merger. Ellison’s father, billionaire Larry Ellison, late last year agreed to backstop the $47-billion in equity needed to complete the acquisition. Royal families from Saudi Arabia, Qatar and Abu Dhabi have agreed to chip in $24 billion for an equity stake by assuming some of Ellison’s financial commitments.

Late last week, the Federal Communications Commission approved Paramount’s request to allow the foreign investors to own nearly 50% of the merged company. The Ellison family, however, will retain its voting control.

Paramount has promised Wall Street that it would make more than $6 billion in cost cuts. A recent Los Angeles County economic report predicted the merger could lead to an estimated 4,500 workers in the Los Angeles region losing their jobs as Ellison works to combine the two companies.

The truce comes after Paramount received clearances from regulators around the world, including the European Commission, Canada and the U.S. Justice Department.

But despite those approvals, Paramount spent weeks over the summer wrangling with Bonta and applying political pressure. Ellison threatened to move his studio from its historic Melrose Avenue address to Texas or Tennessee.

Larry Ellison separately announced plans to switch the headquarters of his software behemoth Oracle to Nashville from Austin, Texas (after Oracle relocated from Silicon Valley six years ago).

Paramount also enlisted major Hollywood unions, the Directors Guild of America and the International Alliance of Theatrical Stage Employees, and prominent cinema chains to drop their opposition to the deal.

Bonta’s suit had leaned heavily into potential harms to theatrical distribution and lawyers for the states had been banking on theater executives’ testimony at trial.

The parties also were facing a key court hearing Thursday. Paramount was poised to ask U.S. District Judge Araceli Martínez-Olguín in Oakland to make the states and the Writers Guild of America post a $1.88-billion bond that would cover some of Paramount’s delay-related deal costs should the company eventually prevail.

The states and the WGA, which also sued to block the merger, have balked at the request, which was designed by Paramount to create fissures within the coalition of states by raising doubts about the strength of their case.

Paramount’s high-profile lobbying campaign reached a crescendo in late August after Paramount called out activist-actor Mark Ruffalo, accusing him of resorting to “antisemitic tropes” to argue against the merger.

Prominent Jewish groups rushed to Paramount’s aid. Ruffalo, who frequently works with HBO, denied the allegation, saying he had a 1st Amendment right to speak against the deal as well as Oracle’s business ties to Israel. Numerous Jewish artists came to Ruffalo’s defense, saying his free speech rights were being squelched.

Bonta abruptly canceled a settlement conference, accusing Paramount of leaking confidential information.

“If you want to have an adult, legitimate, serious settlement discussion — no problem,” Bonta said during an Aug. 25 appearance in Los Angeles. “But if you want to play games, we’ve got better things to do.”

The states’ 37-page lawsuit, filed in the U.S. District Court for Northern California, claimed the Paramount-Warner combination would violate the U.S. Clayton Act, a century-old antitrust law to prevent mergers that weaken competition and raise costs for consumers.

The states, which also included Nevada, Colorado, Oregon, Washington, New Jersey and New Mexico, had argued the tie-up of two legacy movie studios would give Paramount-Warner too much marketshare in two categories — wide-release movies and potential blockbusters.

Paramount Skydance CEO David Ellison has pressed to get his blockbuster deal done before his company must make higher payouts to Warner Bros. Discovery shareholders and before the mid-term elections, which could change the makeup in Congress.

(Mark Schiefelbein / Associated Press)

The states also said Paramount-Warner would control nearly 30% of the cable television channel space with more than 50 networks.

Paramount has been facing a June 4 deadline to complete the deal — or owe Warner Bros. Discovery a $7-billion breakup fee. Paramount has already paid $2.8-billion to cover a termination fee paid to Netflix after the streamer withdrew from the auction in February.

Tensions flared on the eve of a critical week ahead for Paramount Skydance’s proposed $111-billion acquisition of Warner Bros. Discovery, amid new urgency for talks aimed at settling antitrust litigation brought by California Atty. Gen. Rob Bonta and 11 other states.

Over the weekend, opposition intensified to a proposed settlement as details trickled out, including a proposal to establish a bipartisan editorial board to monitor cable news channel CNN, one of Warner’s premier properties that Paramount Chief Executive David Ellison would control along with CBS News.

It wasn’t clear Sunday whether a proposed settlement would require Warner to sell off assets — something Bonta repeatedly has insisted upon. Critics of the deal urged Bonta and other state attorneys general to resist pressure to reach a settlement that would allow Ellison’s deal to move forward.

“State Attorneys General, please hang tough against the giant proposed Paramount-Warner Brothers merger,” Rep. Jamie Raskin (D-Md.) wrote on social media late Saturday.

“Paramount, run by the Ellisons, should not own both CBS and CNN. California must not cave and take a deal that leaves both under the same owner,” Rep. Ro Khanna (D-Fremont) wrote.

Bonta and Ellison have made progress in the talks in recent days, according to four people familiar with the matter not authorized to speak publicly.

However, New York’s Letitia James and at least two other attorneys general who joined Bonta’s lawsuit in July privately have expressed reservations about the proposed compromises, believing they don’t go far enough to mitigate concerns about the power Paramount-Warner Bros. would wield over the film and TV industries should the merger go through, according to the people familiar with the matter.

James isn’t on board with Bonta’s proposed settlement, two of the people said. A potential split within Bonta’s coalition could be a setback because Bonta needs the other state attorneys general who joined his legal effort to sign off on any deal.

A spokesperson for Bonta did not respond Sunday to a request for comment.

Paramount maintains its deal to bring HBO, CNN, CBS, TBS, Comedy Central and two legendary film and television studios together would create a stronger company that could withstand the fierce competition from tech giants such as Apple, Netflix, Google (which owns YouTube) and Amazon. The two studios, on their own, would not be strong enough on their own to remain viable in the streaming age, the company has said.

On Thursday, Paramount lawyers plan to demand that U.S. District Judge Araceli Martínez-Olguín in Oakland require the states and the Writers Guild of America to post a $1.88-billion bond that would cover some of Paramount’s delay-related deal costs should the company eventually prevail.

The states and the WGA, which also sued to block the merger, have balked at the request, which was designed by Paramount to create fissures within the coalition of states, which also include Minnesota, Oregon, Colorado, Connecticut, New Jersey and Massachusetts.

Ellison wants the merger finalized by Oct. 1, when his company will be obligated to make a higher payout to Warner Bros. Discovery shareholders. The company has threatened to move its Hollywood base from its historic Melrose Avenue lot to Tennessee or Texas should the antitrust battle stretch into October.

The prospective loss of an iconic California business — a century-old film studio that helped establish Hollywood — has rattled state and local politicians, who are fearful of losing more jobs at a time when Los Angeles film production levels already are at alarming lows.

Gov. Gavin Newsom, Los Angeles Mayor Karen Bass and Xavier Becerra, the Democratic nominee for California governor, have publicly called on Bonta to settle the suit rather than prepare for a trial next spring. City Councilmember Nithya Raman, Bass’ opponent in the L.A. mayor race, has been one of few California politicians in support of Bonta’s fight.

In an opinion essay Sunday, a trio of 1st Amendment and antitrust experts dismissed Paramount’s threat to leave Los Angeles as a ploy that doesn’t make business sense.

“Ellison’s threat is empty, and the AG should call that out — not give into it,” the experts — Fiona Scott Morton, Gene Kimmelman and Norm Eisen — wrote in the Contrarian.

Both Morton, an economics professor at the Yale School of Management, and Kimmelman formerly served in the U.S. Justice Department during Democratic administrations. Eisen, founder of the group Democracy Defenders Action, is helping lead the Block the Merger campaign.

“Paramount [would be] sinking the cost of moving before it knows what businesses it owns and how best to combine and organize them — which makes expensive strategic mistakes inevitable,” the trio wrote. “A company that raises its own costs while leaving behind the most valuable labor in the industry does not threaten California; it threatens itself.”

The group noted Paramount, in its regulatory filings, still lists its Times Square offices in New York as its corporate headquarters — not its Melrose Avenue campus in Hollywood.

“There is also the possibility that Ellison is planning to move Paramount to Tennessee regardless of how the lawsuit resolves,” the group wrote.

Bonta and Paramount have discussed including in any settlement a condition that Paramount would keep its operations in California for a set period, according to people familiar with the proposal but not authorized to comment.

Merger opponents planned a Sunday evening rally outside Bonta’s offices in Oakland to encourage him to stand tough. The group plans subsequent demonstrations this week outside James’ office in New York City and the Paramount lot in Hollywood.

The jockeying comes as President Trump, who favors the Ellison takeover of CNN and Warner Bros., has sought to block several prominent news organizations, including CNN and Politico, from reporting from the White House.

“Trump just locked CNN out of the White House. Now his billionaire allies want to own it,” Sen. Cory Booker (D-N.J.) added in a Sunday post. “State attorneys general: Don’t settle. Hold the line. Block this merger.”

After a bitter standoff, Paramount Skydance and California Atty. Gen. Rob Bonta have made progress in settlement talks that could push Hollywood’s massive merger over the finish line, people familiar with the matter said Friday.

The two sides have quietly been negotiating a truce to end the antitrust lawsuit brought by Bonta and 11 other Democratic state attorneys general — a legal volley that has threatened to derail Paramount’s $111-billion takeover of Warner Bros. Discovery.

It’s not clear how close to a resolution the two sides are, but talks in recent days have been constructive, one of the knowledgeable sources said.

Paramount Chief Executive David Ellison is highly motivated to end the court battle with Bonta before Oct. 1, when his company will be obligated to make a higher payout — an extra $7 million a day — to Warner Bros. Discovery shareholders on top of the $81 billion the company has already agreed to pay.

For weeks, Ellison and his team have been ratcheting up political heat on Bonta to abandon his lawsuit, including threatening to pull Paramount out of Hollywood — a scenario that has rattled state and local lawmakers who desperately want to bring film jobs back to Los Angeles, not lose thousands more.

Paramount declined to comment.

A spokesperson for Bonta’s office said in a statement: “Potential settlement talks are confidential. We cannot confirm or deny whether settlement talks are occurring or their alleged substance.”

Both sides have incentives to settle. Ellison, who has leaned on his family’s connections to President Trump and Washington Republicans, would like to avoid taking on more debt for the already highly leveraged deal. And he is eager to close the transaction and take the reins at Warner Bros. before the midterm elections.

Bonta has been on a winning streak with favorable rulings against the Trump administration and social media giant Meta, and he doesn’t want to overplay his hand or risk having his coalition of state attorneys fall apart.

Earlier this week, the two sides agreed to sit down for court-mandated settlement talks in mid-October. The two sides were set to meet in late August but Bonta pulled the plug on those sessions, accusing Paramount of leaking misinformation and “playing games.”

The Wall Street Journal first reported the two sides were in advanced talks.

This is a developing story.

Paramount Skydance will meet with California Atty. Gen. Rob Bonta’s representatives next month for court-ordered settlement talks that could clear a path for David Ellison’s $111-billion takeover of Warner Bros. Discovery.

The two sides will convene for two days, Oct. 14 and Oct. 15, according to court documents filed this week.

The talks come as both sides look for ways to resolve the pitched battle over Hollywood’s industry-reshaping deal, which would put HBO, CBS, CNN, TBS, Food Network, Comedy Central and the Paramount and Warner Bros. studios under one roof. Bonta and 11 other Democratic state attorneys general sued in July to block it, and Ellison’s team has been stoking political pressure on Bonta to retreat.

Bonta canceled preliminary last month after details of a session on ground rules leaked, accusing Paramount of “playing games” by violating a confidentiality agreement and spreading misinformation.

Bonta’s Paramount case appears to have ruffled the Trump administration. He sued one month after the U.S. Justice Department blessed the merger without demanding concessions — a decision he said showed federal officials were not doing their jobs to enforce antitrust law. This week the department weighed in on Paramount’s side.

“The United States enforces the federal antitrust laws and has a strong interest in their correct application,” the Justice Department said in a Tuesday filing, describing its unique position to bring antitrust actions. Its “statement of interest” argued that the plaintiffs had sued as “private persons,” who must clear higher hurdles than the federal government.

The department also asked the judge to force California, the other states and the Writers Guild of America to post a $1.88-billion bond, covering fees Paramount would owe Warner Bros. Discovery shareholders if the deal isn’t finalized by Oct. 1. Paramount agreed to the so-called ticking fees earlier this year, confident the deal would sail through regulatory review. Bonta’s office said Wednesday it stands by its earlier filings arguing it should not have to post the bond. A hearing is set for Sept. 24.

Paramount’s chief legal officer, Makan Delrahim, has been quarterbacking the campaign for Warner Bros. Discovery. He served as Trump’s antitrust chief in his first administration, when he led an unsuccessful effort to block AT&T’s takeover of the company, then known as Time Warner Inc. That 2018 deal was the first of two acquisitions that saddled Warner Bros. with instability, strategic misfires and a mountain of debt, paving the way for the Paramount bid — which would mark the third time in a decade the storied studio has changed hands.

Trump has been eager for Ellison to shake up CNN, a Warner property, following his reboot of CBS News, which has coincided with diminished ratings at “60 Minutes”.

Ellison’s company has won approvals from more than 65 international regulators, and Paramount expects the Trump-appointed Federal Communications Commission leadership to sign off on a foreign ownership arrangement that would give Middle Eastern royal families a nearly 50% equity stake in the merged company. Bonta’s lawsuit is the remaining obstacle to closing.

For all the hysterical outrage that accompanied the announcement of the UK’s measures against illegal Israeli settlements last Tuesday, the world did not end. The reality is that these steps were merely bringing Britain into line with its legal obligation to act against an unlawful occupation and narrow the gaping chasm between the reality on the ground in Palestine and the rhetoric deployed in Westminster.

The reaction of those who support the Israeli settlements — war crimes under the Rome Statute — was frenzied. Anti-Palestinian bodies bellowed outrage. The chief rabbi declared this would be a “dark day for British Jews,” as if somehow they were the target of the measures or the victims of what has been happening. His comments were dangerous as he, along with “establishment” UK Jewish groups like the Board of Deputies of British Jews, blurred the distinction between the actions of the state of Israel and British Jews. This deliberately conflates antisemitism with anti-Israel sentiment.

Others also claimed, with no evidence, that the measures would make British Jews unsafe. The deplorable increase in antisemitic attacks in the UK and elsewhere has never been motivated by British actions against Israel, not least as there has hardly ever been any such action.

In fact, a sizable segment of the British Jewish community welcomed the settlement trade ban or at least accepted it as a reasonable response to the unprecedented building of settlements and frenzy of state-backed Israeli settler violence.

The reaction of those who support the Israeli settlements — war crimes under the Rome Statute — was frenzied

Chris Doyle

The mainstream media coverage was frequently dire. Many columnists depicted British Jews as a victim of the settlement ban. Very few outlets dared suggest that the actions were designed to help Palestinians under threat of ethnic cleansing, forced dispossession and settler pogroms. Once again, the victims were erased from the story.

The other claim was that the US would retaliate against London. This was triggered in large part by the knee-jerk reactions of US Ambassador to Israel Mike Huckabee, who posted: “The Brits have lost it. The Jew hate of their government knows no boundaries and knows no facts.” He denies it but he probably did not know Ed Miliband, the foreign secretary, is a British Jew whose parents were refugees from Nazi-occupied Europe. But Huckabee is an extremist maverick, an ardent Zionist who believes in a “Greater Israel.”

Far from retaliating, the US State Department made clear Huckabee’s comments were not authorized. He had been freelancing again. One official said Washington was “staying out of it.” Secretary of State Marco Rubio was far more measured in his comments. He did not even condemn the British actions. President Donald Trump, who is rarely shy of airing any disagreement, has said nothing. In short, the US has taken zero steps. Trump looks increasingly disenchanted with Israeli Prime Minister Benjamin Netanyahu, not Andy Burnham or Miliband. The president has yet to declare support for Netanyahu ahead of next month’s Israeli elections, as the beleaguered leader hopes.

The settlement lobbies were almost certainly shocked by the 11 countries that joined the UK in confirming they were or would be adopting similar measures. This included France and Canada, meaning three of the G7 states are acting.

Those states yet to adopt the ban have at least condemned the settlements and are not opposing London’s actions

Chris Doyle

Britain was far from isolated, quashing yet another criticism. Those states that have yet to adopt the ban have at least condemned the settlements and are not opposing London’s actions.

In contrast, it is Israel and the US that find themselves once again in a crowd of two. These two states, as they were with the foolhardy war on Iran, align themselves against international law and accountability.

The retaliatory Israeli measures will also hardly dent the British interest. Foreign Minister Gideon Sa’ar announced the closure of the British Consulate in Jerusalem, the ejection of the British participants in the International Gaza Support Center that oversees aid flows into Gaza and the termination of the British support team that is helping to train the Palestinian Authority.

Note that all these measures hit Palestinians far more than the UK, which is of course the Israeli priority. It means fewer states overseeing aid into Gaza, less support to the PA and, by closing diplomatic premises linked to the Palestinians in Jerusalem, further severs the remaining Palestinian ties to the city.

Expect a raft of settlement announcements shortly. This will be the primary Israeli response to the actions of these dozen states.

Will these measures have an impact? Are they sufficient? Almost certainly not. And the Netanyahu coalition, in election season, will just press the accelerator on the aggression and violence. Other Israeli politicians may get the message: The patience of international actors has finally worn out, albeit decades too late.

These steps should not be belittled. The 12 states have shifted from a declaratory poise to a position of action. For once, the Israeli government is going to have to bear a cost for the occupation that has hitherto not existed.

The message is clear. If Israel behaves like a pariah state, it will start to be treated like a pariah state.

Chris Doyle is director of the London-based Council for Arab-British Understanding (CAABU). He has worked with the council since 1993 after graduating with a first class honors degree in Arabic and Islamic Studies at Exeter University. He has organized and accompanied numerous British parliamentary delegations to Arab countries. Twitter: @Doylech

More from Chris Doyle

LONDON: Prominent Israeli figures have welcomed British sanctions against illegal settlements in the occupied West Bank, The Guardian reported.

In a joint statement, they described the move as an “inevitable consequence” of their government’s actions.

Sanctions are being imposed “against Jewish terrorists, and not against the legitimacy of the state of Israel,” they said.

“There is no basis to the government’s response that the decision to impose sanctions against Jewish terrorists is an expression of antisemitism.”

Prof. David Harel, British-born president of the Israel Academy of Sciences and Humanities and a signatory to the statement, said the measures delivered urgently needed support for liberal Israelis who are trying to stop attacks on Palestinians and end the occupation.

“I personally would fight until my last breath against antisemitism and against anti-Israelism,” he told The Guardian. “But what is justified, and I do support, is being anti things that Israel is doing, and these days in particular what it is doing in the West Bank.

“Getting out of there (occupied Palestine), or, at least for the present, stopping these things from happening and starting to really talk about a two-state solution is not only good for the Palestinians. It’s not that we’re doing these poor people a favour. We’re doing a favour to ourselves, no less, maybe even more.”

Signatories to the statement include former Prime Minister Ehud Olmert; former commander of the Israeli military Dan Halutz; former ministers Yuli Tamir and Roni Bar-On; and former Ambassador to Germany Yoram Ben Zeev.

They wrote: “This decision is precisely what the state of Israel should have received in order to remove the disgrace of Jewish terrorism from the face of the country.”

Former diplomat Nadav Tamir also said the sanctions are good for Israel. “Any move to prevent annexation and ethnic cleansing of the Palestinians in the West Bank (and Gaza) is serving the long-term interests of the Zionist vision of Israel as the democratic homeland of the Jewish people,” he added. “It will help us to be more secure and moral.”

Avraham Burg, a former parliament speaker, said “like many Israelis and Palestinians, I am grateful for the courageous moral leadership” of UK Foreign Secretary Ed Miliband. “It’s a good beginning. Do not stop.”

Fourteen Israeli human rights organizations — including B’Tselem, Physicians for Human Rights Israel and Breaking the Silence — welcomed the sanctions.

“This is an important and necessary first step to meet states’ legal obligation,” they said in a statement. “We urge the international community to take further concrete measures to ensure that its relations with Israel no longer enable Israel’s settlement enterprise, forced displacement and ethnic cleansing in the occupied West Bank, or its broader assault on Palestinian human rights across all territories under its control.”

LONDON: Former Israeli Prime Minister Ehud Olmert has voiced support for the UK’s new ban on trade with illegal Israeli settlements.

He told The Guardian that the decision, announced by Foreign Secretary Ed Miliband, “became unavoidable as a result of a continuous effort of ethnic cleansing perpetrated by a large group of Jewish terrorists in the West Bank.”

Olmert added: “The crimes of these terrorists are actively assisted by police and military units over a long period of time.

“The highest levels of government led by Minister of Defence (Israel) Katz and Prime Minister (Benjamin) Netanyahu are actively supporting these terrorists and avoid taking the necessary measures to stop it.”

Olmert’s comments come as Israelis prepare to go to the polls late next month. “Millions of Israelis are appalled by this terror and are actively resisting the terrorists,” he said.

“Sanctions are directed against the terrorists not against Israel, and as such they are unavoidable.”

In announcing the new UK policy, Miliband referenced earlier comments by Olmert, saying: “Ehud Olmert, the former Israeli prime minister, has described what is happening as, I quote, ‘a violent and criminal effort to ethnically cleanse territories in the West Bank.’”