warner bros. discovery

David Ellison is best argument to block Paramount-Warner Bros. deal

It will take someone better versed in finance, corporate law, family psychology and, perhaps, the impact of great wealth on brain chemistry than I to analyze the recent actions of Paramount Skydance Chief Executive David Ellison.

To a cultural journalist, however, it seems like he continues to make himself the best argument yet for opposing his company’s proposed acquisition of Warner Bros. Discovery.

Mere days after taking to the media to insist that he is a misunderstood film buff who just wants to save Hollywood, he threatened to help destroy it.

If California Atty. Gen. Rob Bonta and state attorneys general from 11 other states, including New York, New Jersey, Washington and Colorado, refuse to negotiate a settlement of their antitrust lawsuit, Ellison said he will yank Paramount Studios, and potentially Warner Bros., out of California.

Um, OK, Ultron.

So that’s how Ellison wants to prove that he will be a steward of the flailing entertainment industry — by threatening to rip out a big part of its still-beating heart and implant it in Texas or Tennessee?

Will he be taking the Hollywood sign as well, to stick atop the Grand Ole Opry or, better yet, the Alamo?

Not only does this grant Bonta VIP access to the moral highground, it all but negates Ellison’s recent New York Times guest essay. Especially the part in which he wrote: “The states claim this deal will give one company too much influence over theatrical releases and cable operators, while the W.G.A. argues that our combined market power will hurt writers.”

If one man can decide, in a fit of pique, to scoop up a huge portion of the entertainment industry and float it thousands of miles away, I’d say that’s a decent argument for “too much influence.”

Also, good luck with the landing. Texas and Tennessee are both fine states with vibrant cities, undeniable corporate incentives and lower costs of living, but their draconian abortion laws and restrictive LGBTQ+ legislation may give many in the entertainment industry pause.

Still, according to Ellison, it’s Bonta and his gang who are trying to make things political, not him; in his essay, Ellison claimed that the suit is mostly about preventing his ownership of CNN, despite his insistence that (the hiring of Bari Weiss to oversee CBS News to the contrary) the news network would remain autonomous.

As a journalist, I would love to believe that Bonta and the other attorneys general are simply going to bat for the Fourth Estate; with President Trump openly longing for the day when Ellison controls CNN, it is no doubt a concern. But as Ellison seems intent on personally underscoring, the bigger issue is how to prevent a dwindling number of individuals from controlling enormous portions of an industry that not only employs millions, but also plays a vital role in shaping the nature of art and culture in this country and the world.

(Never mind the queasy fact that Ellison is being bankrolled by his billionaire father Larry, who is putting many, if not all, of his eggs in the AI basket, to the detriment of his employees.)

Shaping art and culture is, of course, precisely why Ellison wants to buy Warner Bros. Discovery, almost literally at all costs. When he first lost the bid for Warner Bros. to Netflix, he (and his dad) responded by offering enough money (including a $7-billion payout should the deal not clear antitrust regulation) to make Ted Sarandos blink. Money has always been a ladder to power and influence in this country, and the widening wealth gap, not to mention the current administration, has turned the ladder into a rocket ship. (See please Elon Musk.)

Ellison has continually stressed his love of cinematic storytelling. Under the proposed Paramount Warner, he promises to produce 30 theatrical films and 170 television series a year and create more work for everyone.

That would be lovely (if fiscally difficult) to believe. If only he hadn’t just tried to hold the state that gave birth to cinematic storytelling hostage by threatening to kidnap one of its kids.

As negotiating tactics go, it certainly undermines whatever public approval he hoped to gain with his “I’m just a guy, standing in front of the movie biz asking it to love me” bit.

Change is coming for Paramount Studios — the lot on Melrose Avenue — either way. If Paramount Skydance acquires Warner Bros., production will likely shift to the Warner Bros. lot, with Paramount leased or sold.

Now, it seems, Ellison is willing to have a fire sale — he’ll certainly need to raise a bunch of cash if he’s going to quickly flee to redder pastures. As for the thousands of local workers who depend on Paramount production to make a living, well, Ellison and his executives may be able to afford to relocate or (more probably) commute out of state, but most of the people who actually make movies and television cannot.

Business, of course, is business and it has become financially and politically fashionable to desert California to avoid whatever local law, regulation or tax you now find unfair. Tech mavens, including Musk, have ditched California for the Lone Star State. Ellison’s father recently took Oracle out of Redwood City, first to Austin, Texas, then to Nashville, workers be damned.

But Ellison taking Paramount and potentially Warner Bros. out of Los Angeles isn’t about business. It’s pure politics, of the savage, oligarchical variety.

Given the stakes, it’s difficult to imagine that some sort of deal won’t be struck that allows the sale to go through. But Ellison isn’t saving the entertainment industry, he’s leveraging it.

And if he has to spit in Hollywood’s face to save his own, well, apparently that’s fine too.

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Paramount-Warner Bros. antitrust trial is slated for next year

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

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

Paramount had asked for a Nov. 4 trial date.

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

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

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

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

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

Results were mixed.

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

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

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

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

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

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

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

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

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

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

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Paramount’s David Ellison says critics don’t get his politics

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Now the judge must schedule the court date.

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

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Paramount, state attorneys general spar over antitrust trial date

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

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

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

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

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

For Paramount, the issue is hugely important.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Bonta — not Newsom — is leading the case.

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

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

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

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

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

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Paramount CEO David Ellison says the Warner merger is still on track

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

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

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

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

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

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

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

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

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

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

Teamsters already have spoken out against the deal.

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

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

California Atty. Gen. Rob Bonta.

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

(Genaro Molina / Los Angeles Times)

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

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

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

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

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Paramount agrees to months-long delay of Warner Bros. merger

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Paramount offers to briefly delay Warner Bros. merger as court battle heats up

Paramount Skydance’s top antitrust attorney told a judge Friday that David Ellison’s company would voluntarily delay its proposed $111-billion takeover of Warner Bros. Discovery at least until mid-August amid a legal challenge brought by 12 state attorneys general.

The states, led by California Atty. Gen. Rob Bonta, have asked a judge to issue a temporary restraining order that would prevent Paramount from finalizing its deal as the court battle ramps up. Paramount made the pledge in hopes of avoiding such a ruling that would tie its hands — and give the states an early win in the litigation.

Federal District Judge Araceli Martínez-Olguín said she would decide by Wednesday whether to issue a restraining order.

David Ellison (center) and Lindsay Graham.(Photo by Anna Moneymaker/Getty Images)

Tech scion David Ellison has been a regular in Washington D.C. this year as he races to consolidate Warner Bros. Discovery — less than a year after his family bought Paramount.

(Anna Moneymaker / Getty Images)

Friday’s hearing in Oakland opened the first chapter in the fight over the blockbuster deal that both sides agree would dramatically reshape Hollywood. Two century-old film studios — with rights to Harry Potter, Batman, “Top Gun,” “The Big Bang Theory” and “Game of Thrones” — would be combined, and HBO and CNN would come under new ownership.

Antitrust attorney James H. Weingarten, of the Washington law firm Milbank, represents California and the other states. He told the judge it would be impossible to untangle the two companies if they are allowed to combine.

“If this merger is allowed to close … the harms begin,” Weingarten said. “The job losses, the synergies — that’s the fancy word for ‘we’re going to save money and there might be job cuts.’ All of that process starts rolling.”

Bonta filed the suit Monday, alleging the proposed merger — the largest in Hollywood in decades — would violate the U.S. Clayton Antitrust Act, a 112-year-old law to prevent mergers that weaken competition and raise costs for consumers.

The lawsuit alleges antitrust violations in three markets where the two companies currently compete: wide-release films, potential blockbuster movies and cable television, where the combined entity would own more than 50 cable channels.

Paramount shares fell 4.3% to $8.75 on Friday. Warner stock slipped 1.5% to $26.87 — below Paramount’s offer of $31 a share.

More than two dozen lawyers attended Friday’s hearing, including from Colorado, Oregon, Washington and New York who came to support California, which is leading the case.

Paramount, represented by antitrust lawyer Jeffrey L. Kessler, argued a temporary restraining order was not necessary. The two sides should instead focus on the next big step — whether the judge issues a preliminary injunction, he said. Such a ruling could delay the deal for months.

Kessler said Paramount should be allowed a hearing to defend against a preliminary injunction by the end of August. The company wants to wrap up the litigation by late September to avoid a higher payout to Warner Bros. Discovery shareholders.

In a show of confidence earlier this year, Paramount offered Warner Bros. Discovery shareholders a “ticking fee” of 25 cents for every quarter after Sept. 30 — until the deal was done. Such payments would cost Paramount more than $7 million a day, which Kessler called a “massive injury.”

California Attorney General Rob Bonta in July 2022.  (Genaro Molina / Los Angeles Times)

California Atty Gen. Rob Bonta is leading a coalition of 12 state attorneys general to try to halt Hollywood’s biggest merger in decades.

(Genaro Molina/Los Angeles Times)

Paramount would also have to pay Warner a $7-billion breakup fee should the deal fall apart.

Kessler argued the states had not made a sufficient case that competition would be harmed. “We don’t think they’ve come close to jumping through that hurdle,” Kessler said.

Earlier this year, Kessler represented the state attorney generals in their winning case against Live Nation Entertainment. A jury found that Live Nation, which owns Ticketmaster, operated as a monopoly. This time, Kessler is representing corporate interests.

Prominent Los Angeles litigator Daniel Petrocelli is representing Warner Bros. Discovery.

Paramount hired attorney Jeffrey Kessler to lead its antitrust defense.

Paramount hired attorney Jeffrey Kessler to lead its antitrust defense.

(Noah Berger / Associated Press)

The case was assigned to Martínez-Olguín Wednesday after Paramount requested an earlier judge be removed because he formerly worked as a labor attorney.

Martínez-Olguín said she inherited the case because she was already overseeing another lawsuit dealing with the merger — not because Paramount had agitated for a change.

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WGA sues Paramount, claiming Warner Bros. acquisition would take away jobs

The Writers Guild of America sued Paramount on Tuesday, alleging that the company’s planned $111-billion acquisition of Warner Bros. Discovery violates federal antitrust law.
The union said that with fewer competitors, the merged Paramount-Warner Bros. Discovery business would be able to lower costs by reducing writers’ wages and work.

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

The move comes a day after California Atty. Gen. Rob Bonta led a coalition of 12 Democratic state attorneys general who filed a federal lawsuit to block Paramount Skydance’s $111-billion merger with Warner Bros. Discovery.

Bonta has separately asked a judge in San Francisco for a temporary restraining order to hold up the deal while his case is pending in court.

“We feel we have a very strong case,” Bonta said Tuesday during a town hall meeting. “This proposed merger will raise prices. It will lower quality. It will reduce output. It will hurt the American people, and it’ll hurt the the economy and competition.”

The writers guild’s missive creates a second line of attack against tech scion David Ellison’s industry-reshaping deal.

Ellison’s proposed merger has been moving closer to the finish line after securing approvals from the U.S. Justice Department and numerous other foreign governments. President Trump, an ally of Ellison’s billionaire father Larry Ellison, favors the deal.

David Ellison wants to close the deal by September to avoid a higher payout to Warner Bros. Discovery shareholders.

A Paramount spokeswoman said the company is reviewing the lawsuit.

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

“The Writers Guild of America will not stand idly by as Paramount attempts to violate our country’s antitrust laws and deepen the contraction entertainment workers already feel,” said Writers Guild of America East President Tom Fontana in a statement. “This proposed combined entity would be the largest employer of writers, with tremendous power to suppress our wages, eliminate opportunities for emerging writers, cut jobs across the industry, and produce less programming, affecting the range of storytelling. This merger is not inevitable and we are fighting to stop it.”

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U.K. may challenge Paramount takeover of Warner Bros. Discovery

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

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

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

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

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

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

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

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

Lisa Nandy arriving at Downing Street in London.

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

(Alishia Abodunde / Getty Images)

Paramount did not offer immediate comment.

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

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

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

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

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

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

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

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

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

Trump has been eager for changes at CNN.

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

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

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

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

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

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

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

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

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California, other states may sue to block Paramount-Warner Bros. deal

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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How David Ellison is confronting a Hollywood image problem

A year ago, David Ellison was viewed as a white knight poised to save Paramount.

Hollywood embraced billionaire Larry Ellison’s son, figuring he had the means and the mettle to revive the faded studio after decades of neglect.

But now, as the 43-year-old tech scion works to close his $111-billion deal to buy Warner Bros. Discovery — which would mark his second major studio acquisition in less than a year — a large swath of Hollywood has soured on the budding mogul and his audacious bid to build a new media colossus.

More than 5,000 artists and industry workers — including J.J. Abrams, Javier Bardem, Lin-Manuel Miranda, Kevin Bacon and Tiffany Haddish — have signed an open letter opposing the union of two century-old studios.

“Our industry is already under severe strain,” the group wrote.

Many anticipate the U.S. Justice Department will rubber-stamp the deal because President Trump is friendly with Larry Ellison, co-founder of software giant Oracle. Trump and his team want David Ellison to make sweeping changes at CNN, one of Warner Bros. Discovery’s premier properties.

David Ellison has spent the last year courting the president and his allies, including hosting a black-tie gala to honor Trump and attending state dinners and the president’s State of the Union address.

Ellison’s perceived coziness with the administration, along with controversial changes at CBS, has sullied his reputation in a town where image is everything.

Should the merger clear its regulatory hurdles, the Ellison family would control CNN and CBS News in addition to holding a significant stake in TikTok, the hugely influential social media app.

“When power is concentrated in fewer and fewer hands, the stories that get told and the livelihoods of the people who tell them become hostage to whoever that power serves,” Jane Fonda, the Oscar-winning actor who is helping lead the opposition, told The Times. “We are not going quietly.”

Paramount declined to comment. Ellison previously has pushed back on fears that Paramount’s takeover of Warner Bros. would be bad for Hollywood. Instead, Ellison envisions building a stronger company to boost the industry, including movie theaters.

If the Warner Bros. Discovery deal is finalized, Ellison would control two legendary news organizations and two iconic studios. His determined White House outreach to speed approval of the Warner Bros. deal has aroused deep suspicion among many in Hollywood, which has long been considered a liberal bastion.

“They got too close to Trump,” said Norm Eisen, executive chairman of Democracy Defenders Fund, one of the groups coordinating the opposition campaign. “People in Hollywood are concerned that the Ellisons are going to do to CNN what they did to CBS.”

One of Ellison’s first moves after taking over Paramount was to hire journalist Bari Weiss, who had no TV news experience, as CBS News editor-in-chief. Weiss, who built her reputation being a contrarian voice, along with her recently installed evening news anchor Tony Dokoupil got off to a rocky start.

During his inaugural week, Dokoupil awkwardly saluted Secretary of State Marco Rubio (a fellow Floridian). “CBS Evening News” viewership fell 9% this season. The program, which attracts 4.1 million viewers, musters less than half the audience for ABC’s “World News Tonight with David Muir.”

Ellison is aiming to get his deal done by September.

“The projected merger timeline would have Ellison in control of CNN before November,” Fonda said, noting the high stakes this fall because the midterm elections will decide control of Congress.

“If this merger goes ahead, the administration will have yet another lever to cast doubt on results it does not like,” Fonda said. “This is about corruption, not optics.”

Her group has urged California Atty. Gen. Rob Bonta to file a lawsuit to try to block the merger. Bonta has said his team is reviewing potential antitrust concerns with the deal, which he said has “red flags everywhere.”

Some in Hollywood favor Ellison’s takeover, saying it would lift two middling players to create more robust competition to Netflix, Disney and Amazon.

“This deal will set up an environment where we will have four competitive streaming services, and that’s a good thing for the creative community,” said Ari Emanuel, executive chairman of WME Group and Ellison’s agent.

Ellison is pressing ahead, working to secure government approvals in Britain, Europe and the U.S. Prominent Democrats in Congress have decried the deal and Ellison’s proposed ownership structure, which would include the royal families of Saudi Arabia, Qatar and Abu Dhabi as significant, but passive, investors.

Paramount leaders have tried to keep their heads down by focusing on their businesses. This year, the company has signed deals with Kim Kardashian, Neil Patrick Harris, Tituss Burgess and Kinetic Content, the reality TV firm behind Netflix’s “Love Is Blind.”

Hollywood opposition

But the “block the merger” campaign has picked up prominent Paramount and Warner Bros. talent, including Oscar-winning filmmaker Adam McKay (“The Big Short”); “South Park” co-creator Trey Parker; and Emmy Award-winning actors Noah Wyle (“The Pitt”) and Mark Ruffalo, a stalwart of critically acclaimed HBO productions, including “Task.”

Some filmmakers have privately discussed whether to steer clear of Paramount, according to people knowledgeable of the discussions who were not authorized to comment. Taylor Sheridan, the prolific producer behind “Yellowstone” and “Landman,” last fall opted to switch teams. He eventually will make new shows for NBCUniversal instead of Paramount.

CBS late-night host Stephen Colbert’s sign-off Thursday night has added to the hand-wringing.

Colbert learned he was getting the boot in July, two days after he called Paramount’s $16-million settlement with Trump “a big fat bribe” during a show monologue. Paramount had agreed to pay the money to end Trump’s lawsuit over edits to a “60 Minutes” interview, a payout blasted by 1st Amendment advocates who viewed the Trump suit as frivolous.

Paramount settled because it needed Federal Communications Commission approval as part of its sale to the Ellison-owned Skydance Media. Paramount’s CBS has blamed declining revenues for its decision to oust Colbert, which came just before Ellison officially took the keys to Paramount.

This week, for the first time in 18 years, CBS will fall short of claiming the largest live audience in broadcast TV. NBC snagged the ratings crown, thanks to its sports-heavy lineup, prompting NBC late-night comedian Seth Meyers to crow about his network’s victory.

“We have taken down CBS,” Meyers told advertising buyers last week in New York. “Well, the Ellisons did, but I like to think we helped.”

Ellison’s supporters view the anti-merger campaign as politically motivated.

“So much of the criticism and negative sentiment originates from [Ellison’s] apparent relationship with Trump,” said one observer who was not authorized to speak publicly about the topic.

But interviews with numerous industry insiders reveal that concerns over Paramount’s proposed purchase of Warner go well beyond anti-Trump sentiment — or worries about CNN’s future.

The merger comes during an existential crisis for the industry, and for Los Angeles, as the shift to streaming has upended established business models.

“Whether it’s Ellison, Amazon, Apple or Netflix, these are essentially tech companies that are gaining increasing control over what has been a cultural and entertainment sector,” said Dominic Asmall Willsdon, executive director of the International Documentary Assn.

Amazon founder Jeff Bezos and Apple’s outgoing Chief Executive Tim Cook also have openly embraced Trump, which some see as a pragmatic move to curry favor in Washington to advance their sprawling businesses, which include film and TV operations in Culver City.

Much of the angst over the Ellison deal is driven by economic uncertainty. L.A.’s film industry has been decimated by a flight of production to other locations.

“L.A. has already had a taste of things to come,” Eisen said. “There’s less competition so the artists get hurt, and so do the working people who have long been an integral part of Hollywood.”

A combined Warner-Paramount would instantly become the largest employer for union writers, said Michele Mulroney, president of the Writers Guild of America West. It would control HBO, CBS, CNN, Comedy Central, HGTV, Animal Planet and two of the largest film and television studios.

“This media behemoth would have enormous leverage to reduce content, raise prices, increase control of production, suppress our members’ compensation and silence the voices of our members,” Mulroney said.

Jessica J. González, the L.A.-based co-chief executive of the 1st Amendment group Free Press, said: “This isn’t just about David Ellison. It’s about what David Ellison did with his last merger and how he uses his power.”

Ellison’s wealth and privilege have also fueled resentment among the rank and file who are struggling amid America’s growing economic disparity. Said one veteran executive: “We’re living in a new gilded age.”

For many, the prospect of more job losses is most unsettling.

Ellison and his team have vowed to make $6 billion in cuts following the merger. Those cuts are expected to include sizable layoffs on top of nearly 2,000 in job cuts at Paramount since last fall.

Hollywood has a troubled track record with mergers, including two failed takeovers of Warner Bros.

AT&T misfired with its 2018 acquisition of Time Warner, and within four years, the phone company had unloaded the firm to David Zaslav’s smaller Discovery. That transaction saddled Warner with more than $50 billion in debt, and Zaslav and his team laid off thousands of workers and cut dozens of projects to dramatically reduce the company’s debt and keep the company solvent.

Walt Disney Co.’s $72-billion acquisition of much of Rupert Murdoch’s 21st Century Fox in 2019 led to thousands of layoffs as one of the industry’s original studios all but disappeared.

“We have seen from that merger the earnings and employment numbers for screenwriters significantly reduced,” Mulroney said.

Emanuel, the power agent, pointed to Ellison’s commitment to keep the Warner and Paramount studios largely intact, with each entity releasing about 15 films into theaters each year.

“He’s going to be making a minimum of 30 movies a year for theatrical release plus content for both their own and other platforms because that’s the only way to generate revenue,” Emanuel said.

Still, critics question whether Ellison will be able to keep his commitment due to the $79-billion debt load he will take on.

“I’m sure [Ellison’s] intentions are genuine,” Mulroney said. “But a promise like that’s not enforceable, and there are no consequences if you don’t meet the quota that you’ve set for yourself.”

On Wednesday, S&P Global Ratings agency said Paramount Skydance will remain on a negative credit watch due to balance sheet concerns.

S&P also cited worries about Ellison’s prospects “given the immensely complicated endeavor of combining two of the largest global media companies and the limited track record of PSKY’s management team in integrating and transforming such companies.”

Emanuel and others say Ellison’s image won’t suffer long-term damage.

The two sides, he predicts, will eventually work together.

“Here’s a guy who’s willing to put a lot of money on the line and take huge risks to make our environment more competitive,” Emanuel said. “The one thing about David is that he’s not a vindictive person. He always does what’s best for the project.”

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