transaction

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

When Mark Walter, the Lakers controlling owner, flipped the storied team last week for $12.5 billion amid a federal probe of his businesses, it stunned the sports world but seemed to make financial and legal sense.

The Dodgers majority owner, who had bought his stake in the basketball team last year at a $10-billion valuation, likely netted a big payday from the sale to former Disney Chief Executive Bob Iger and venture capitalist Joshua Kushner.

And that’s money the billionaire can apply to pay down the debts of two troubled Delaware life insurers he owns that are under federal scrutiny.

It’s not at all clear whether the sale of the Lakers will have any effect on the ongoing investigations. Neither Walter nor his companies have been charged with any crimes.

TWG Global, Walter’s holding company, did not respond to a request for comment Friday, but a spokesperson for the company has previously stated that they are cooperating with authorities and expect the matter to be resolved “favorably.”

“Mark Walter and TWG have always acted in good faith, and those who have done business with Mark know him as honest and straightforward,” the statement said.

After receiving federal grand jury subpoenas in February, Delaware Life and Clear Spring Life and Annuity conducted internal investigations. They found that $21 billion in loans they made should have been recorded as extended to “related parties.”

Related parties have business or personal ties and transactions between them can have legitimate reasons, but they also pose potential conflicts of interest and require disclosure and typically extra regulatory scrutiny.

In the case of insurers, which hold premium dollars from policyholders for future claims payouts, regulators want to ensure the money is there when it’s needed. Related-party transactions can threaten that.

Walter, 66, chief executive of Chicago investment firm Guggenheim Partners, led a group that included another Guggenheim executive and Magic Johnson in acquiring the Dodgers for $2.15 billion in 2012. The Times has reported he tapped the insurers he owned for financing, a deal that was later vetted by state insurance regulators.

However, the amount of related-party loans made by the two affiliated life insurers now under federal scrutiny is vastly more, amounting to 40% of the invested assets of Delaware Life as of Dec. 31, according to Fitch Ratings. The credit rating outfit said that is the most of any North American life insurers it reviews.

It’s unclear exactly where all the money went, but the Wall Street Journal reported billions were passed through a third party before being received by entities tied to Walter or his TWG Global holding company.

Company executives also told Fitch that they were unaware they were making related-party loans. Bloomberg reported that investigators are looking at some loans made to multiple companies affiliated with one Chicago firm to see if they were passed along to Walter’s ventures.

In June regulatory filings that disclosed the $21 billion in restatements, each insurer labeled them as “corrections of errors,” which would imply that they were inadvertent.

Jacob Frenkel, a former U.S. attorney, said it appears clear a focus of the investigation into Walter’s businesses is to determine whether the restatements were just errors.

“If there is intentional concealment of related-party transactions or the creation of intermediaries to help with that concealment, that certainly [could] invite criminal and civil enforcement scrutiny,” said Frenkel, who prosecuted financial crimes and also worked for the Securities and Exchange Commission.

Authorities have seized Walter’s cellphone and laptop, according to Bloomberg. Still, investigations by prosecutors and securities regulators can result in no action.

Frenkel said that if criminality is found in complex investigations such as this one, federal prosecutors will typically file mail or wire fraud charges that carry up to 20 years in prison.

It would not matter whether a company that was the victim of fraudulent conduct closed or is able to continue conducting business after being rescued financially.

“The entity’s failure is not a prerequisite for there to be a crime in intentionally misleading conduct,” he said.

The Securities and Exchange Commission is conducting a parallel investigation into both companies, according to their regulatory filings.

Frenkel said its interest could revolve around how Guggenheim Investments, Walter’s asset management firm, booked revenue from its dealings with the insurers and the disclosures of the transactions.

The SEC can seek civil monetary penalties and the return of illegal profits, and bar or suspend an individual from serving as a corporate officer or director, among other remedies.

Delaware Life and Clear Spring are part of TWG’s Group 1001 Life & Annuity.

Delaware Life has started a remediation plan to restructure some of the loans, review others and address its “control deficiencies,” including through TWG purchasing some of the loans, according to ratings outfit S&P Global. It hopes to complete the plan by the end of the year.

However, Fitch in its downgrade of Delaware Life said the plan may prove “insufficient to fully address governance, reporting, and investment oversight issues.”

The Delaware Department of Insurance did not respond to emails for comment.

Rex Frazier, a former deputy commissioner at the California Department of Insurance, said that in the situation that the insurers find themselves, the state regulator will be looking at a company’s capital sufficiency.

“The change from unaffiliated to affiliated transactions can affect the regulator’s view of whether the insurers have adequate capital and, if the regulator thinks not, then the regulator can impose additional capital requirements,” said Frazier, now president of the Personal Insurance Federation of California, a property and casualty industry trade group.

“If the regulator determines that there is inadequate capital to pay for their obligations … there are many serious remedies they can take to protect vulnerable people depending on those income streams,” he said, including seizing a company or forcing its sale.

There is no indication that either insurer is in such dire straits. Since the disclosures, rating agencies Fitch, AM Best and S&P Global have downgraded the companies’ outlook to negative, but they also have said the insurers maintain a high level of financial strength.

Walter is not the only owner of a life insurer to rely on related-party loans to fund its business dealings.

AM Best, in a December report, said affiliated investments among life insurers and annuity companies grew more than 17% annually in 2024 to more than $373 billion, driven by those owned by private equity and asset managers.

It said the growth of such investments — a type of related-party transactions — presents “regulatory risks” that may suggest “a company’s operations are more intertwined with its parent and affiliated investment management with possible negative consequences.”

“Should the parent/affiliate company experience financial stress, negative impacts to the insurer are heightened due to the higher exposure,” it said.

Frenkel said it’s good to keep in mind that at the end of their investigations, neither the Justice Department nor the SEC may take any action.

However, due to the complexity of the case, it may be a while before that point is even reached.

“This is clearly the type of investigation that the ‘where is this going?’ conversation could easily still be continuing in January of 2028,” he said.

Spectrum owner Charter Communications is nearing the finish line in its long-awaited $34.5-billion purchase of Cox Enterprises to form the nation’s largest internet and cable television company.

California’s Public Utilities Commission is scheduled to vote next week to approve the merger that would bolster Southern California’s dominant provider with more than 5 million customers. Securing the approval of California regulators — the deal’s final hurdle — has been a slog as federal officials gave Charter their consent months ago.

Customers of privately held Cox, the Atlanta-based company that serves Rancho Palos Verdes, Rolling Hills Estates, Las Vegas and large parts of Orange and San Diego counties, would be switched to Spectrum service. Charter is the industry leader, providing Spectrum internet, phone and cable TV packages for Los Angeles, Riverside, San Bernardino and Ventura counties.

It’s been more than a year since the companies unveiled their proposed union, and they hope to combine operations this month. But flaps have flared up in the last lap.

Public interest groups have argued that the PUC’s proposed settlement with Charter doesn’t go far enough to ensure long-term affordable internet for low-income residents or accommodations for customers reeling from natural disasters such as last year’s Eaton and Palisades fires.

In addition, advocates have asked utilities commissioners to demand that Charter commit to fostering workplace diversity, equity and inclusion among its proposed 9,000-member workforce in California. Such programs have been under siege since President Trump returned to the White House.

“State regulators like the CPUC have an important role to play — they have a voice and leverage if they choose to use it,” said Jason Solomon, director of the National Institute for Workers’ Rights, a Bay Area group that is lobbying for Charter to renew its commitment to a diverse workplace.

“It’s important that California stand up for its own laws, policies and values,” Solomon said.

A Spectrum truck in New York City.

(Star Max/IPx)

The five-member commission is set to vote on the Charter-Cox merger Thursday. The panel will consider two competing proposals; both would allow the merger to go through with various conditions.

Charter years ago pledged to create a diverse workplace but scaled back its public statements amid Trump’s vocal demands that companies dump DEI programs. Trump’s Federal Communications Commission chairman, Brendan Carr, also has championed eliminating diversity programs, saying they are discriminatory.

The FCC in February approved Charter’s proposed purchase of Cox’s residential cable, commercial fiber, cloud and information technology businesses. To win Carr’s approval, Charter agreed to “new safeguards to protect against DEI discrimination,” according to the FCC.

Charter is in a bind. It disavowed diversity efforts to win the FCC’s blessing but now is facing calls in California to embrace such commitments.

“In a state as diverse as California we should protect diversity in the workplace,” said Jessica J. González, co-chief executive of advocacy group Free Press. “We have a responsibility to stand up to what’s been going on in the federal government, and in the Trump administration, to force companies to roll back their policies.”

In its public filings, Charters said it would reach out to diverse suppliers and work with business groups, including the Women’s Business Development Council, the California LGBTQ Chamber of Commerce, the African American Chamber, the California Hispanic Chamber and the Cal Asian Chamber.

“This transaction will be good for consumers, community leaders, and businesses across California as it will provide them with lower prices, greater value, better service, and support from Spectrum’s 100% U.S.-based employees,” the Stamford, Conn. company said in a statement.

Concerns heightened among activists after one of the two proposed settlements, hashed out between Charter and Commissioner Matthew Baker, the commission’s Public Advocates Office and the California Emerging Technology Fund, failed to include diversity efforts.

Advocates viewed Baker’s proposal as weaker on broadband access provisions too, including commitments to provide low-cost internet for disadvantaged residents and communities that lack service.

“For us, it’s really about making sure everyone in Cox’s and Charter’s service territory benefits from this transaction,” said Paul Goodman, counsel for the Berkeley-based Center for Accessible Technology.

“We want to make sure that communities that have been historically overlooked get the same benefits from the transaction as everyone else,” Goodman said.

For example, a coalition of advocacy groups is seeking to prevent Spectrum from tacking on equipment charges for customers on low-income plans.

Commissioners will be asked to select from Baker’s draft decision or last month’s proposal from the agency’s administrative law judge, Jamie Ormond. Advocates are urging the panel to adopt Ormond’s version because it contains more compliance conditions, including mechanisms to foster an inclusive workplace.

Commissioners have “a statutory duty” under the state’s utilities code “to deny the transaction outright rather than approve a weaker deal,” the advocates argued in a recent filing.

Solomon’s group is pushing for an “organizational infrastructure for equal opportunity compliance,” including reporting compensation and promotion data for Charter’s California workforce and pay equity audits.

The state has required diversity measures before — despite such initiatives being out of favor in Washington. In January, the commission approved Verizon Communications’ purchase of Frontier Communications.

In that proceeding, Verizon pledged to “further California’s public policy goals of diverse supply chains and workforces, including a $10 million partnership with the California State University system,” the PUC said.

Under both Ormond’s and Baker’s proposals, Charter would be required to offer affordable broadband to low-income residents, including California LifeLine service tiers. It would have to sell stand-alone broadband plans for five years, although advocates would like to see that extended to 10 years.

The company has agreed to spend at least $275 million to upgrade its California network and complete its 1-gigabit service capability across its legacy service areas within three years.

Charter also agreed to invest at least $30 million in customer outreach initiatives, such as digital literacy training and device access for low-income communities. The company also is being asked to provide free broadband and Wi-Fi service for about 50 eligible institutions, including schools, libraries and community centers for several years.

Charter was criticized after the January 2025 fires for charging fees for equipment that burned, said Natalie Gonzalez, director of Digital Equity Los Angeles, one of the advocacy groups that is asking for Charter to “improve disaster response and customer service standards … during life’s most challenging moments.”

Charter pushed back on that contention, saying it helped residents in the burn areas.

“We opened all our wifi hot spots to anyone (non Spectrum customers) and were deeply involved in the restoration efforts,” the company said in its documents.

The advocates, including Digital Equity LA and the California Alliance for Digital Equity, compiled evidence to help commissioners determine whether the merger was in the public interest.

Should the deal go through, Cox subscribers will soon see changes. Charter plans to roll out its Spectrum products and fees to Cox customers next month.

Subscribers can opt for their existing pricing or switch to a Spectrum bundle that includes such apps as Disney+, Hulu, ESPN and Paramount+.

Charter has also said it would offer Cox subscribers a year of free service when they switch their cellphone carrier to Spectrum.

The Charter name will be dropped in one year and the combined company will become Cox, although consumer products will keep the Spectrum brand.

The switch is because the Cox family — descendants of an Ohio press baron who bought his first newspaper in 1898, began acquiring cable systems in 1962 — will become the firm’s largest shareholder group, with about 23% of the stock.

In a recent earnings call, Charter Chief Executive Chris Winfrey told investors the combined company would have nearly 37 million customers nationwide.

It expects to generate $67 billion a year in revenue and about $28 billion in earnings before interest, taxes, depreciation and amortization.

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.”

One day after a LIV Golf players-only meeting failed to produce a resolution, CEO Scott O’Neil announced Wednesday that a lead investor plans to fund the tour beyond this season and that the golfers will become the majority equity holders in the league.

The LIV Golf board of directors approved the term sheet, O’Neill said, giving the league new life after the Saudi Public Investment Fund decided in April to cease its financial backing at the end of the current season. The PIF had backed LIV Golf since its inception in 2022, spending an estimated $6 billion.

O’Neil, who made the announcement at Trump National Golf Club in Bedminster, N.J., the site of this week’s tournament, did not identify the investor or terms. He said the league hopes to finalize the transaction in September and that “our next chapter will make our players the majority equity holders in LIV Golf, a first for a major global sports league.”

“LIV Golf has an agreement in place with a lead investor, signed by the investor and approved by the board, to anchor the transaction and play a key role in supporting the path forward for the league’s next era, driven by and for the players,” O’Neil said in a statement. “We’re also seeing strong interest from more than a dozen additional parties to potentially serve as minority investors, creating a multi-partner model built for long-term stability and growth.”

The players-only meeting on Tuesday at Trump National came soon after O’Neil and other LIV Golf executives spoke to the players. The only player to speak at length with the media after the meeting was Richard Bland, who told the Athletic that Bryson DeChambeau had led the discussion to follow O’Neil’s lead, but that nothing definitive had been determined.

“We’re in this together. We’re fully backing Scott,” Bland said. “I think probably in the next two to three weeks we’ll have a bigger picture. We’re just in that kind of stage at the minute that we’re positive with what’s going on, but we just need everything to be fully signed off so you can go forward.”

O’Neil said in June that LIV Golf needed to secure roughly $300 million from outside private equity or institutional investors to sustain operations through 2027 and beyond. He has been pitching “LIV 2.0” with a streamlined business model.

“What we don’t have is a lot of time,” he said in June. “So we’re very urgently out there talking to those who are interested. We like the pool, but we have to get this done through the summer.”

It appears O’Neil might have met the deadline, although questions remain unanswered. LIV has been mulling whether to cancel its Team Championship on Aug. 27-30 at the Cardinal in Plymouth, Mich., the final tournament of the season. The purse is $40 million, cash that instead could be earmarked for 2027.

O’Neil said that making players the majority equity holders “gives the league the foundation to keep growing the game worldwide…. In the meantime, our focus is on delivering a great week for fans and players at Bedminster and finishing the 2026 season strong.’’

Hollywood’s biggest deal in decades is on hold.

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

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

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

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

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

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

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

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

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

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

The Democratic state attorneys general, including from New York, New Mexico, Nevada, Oregon and Washington, filed their lawsuit a week ago.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.