DOJ Clears Paramount-Skydance’s $111 Billion Warner Bros. Discovery Takeover Amid Internal Dissent and State-Level Pushback

On June 12, 2026 the Antitrust Division of the U.S. Department of Justice announced that it had completed its analysis of Paramount Skydance’s $111 billion acquisition of Warner Bros. Discovery and concluded the transaction “is not likely to result in harm to competition or American consumers.” The statement cleared the deal without divestiture conditions, allowing the companies to move toward a September-end closing.

US justice department approves Paramount's $111bn takeover of Warner Bros.

Paramount Skydance entered the market after Netflix withdrew a $72 billion bid for Warner Bros. Discovery. David Ellison, whose father Larry Ellison is a longtime Trump ally, recruited former DOJ antitrust chief Makan Delrahim as chief legal officer. The merger would combine Paramount’s CBS, Paramount +, and film studios with Warner Bros.’s HBO, HBO Max, and Discovery assets, creating a media conglomerate valued at $111 billion.

US justice department approves Paramount’s WBD acquisition

• Deal value: $111 billion.

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• Antitrust review: eight-month investigation of >2 million documents.

Variety Magazine

• Projected cost savings: > $6 billion, accompanied by planned layoffs.

Variety Magazine

• Foreign financing: ? $24 billion from sovereign wealth funds of Saudi Arabia, Qatar, and Abu Dhabi, representing 49.5 % of equity.

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• Commitment: release of at least 30 theatrical films per year.

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• Post-deadline penalties: $0.25 per share “ticking fee” after Sep 30; $7 billion termination fee if the deal collapses.

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The DOJ emphasized that competition in streaming video-on-demand, linear television, and studio production would increase. Paramount’s spokesperson thanked the “thorough review” and called the merger “pro-competitive, creating a stronger company positioned against dominant technology platforms.” State officials, including California Attorney General Rob Bonta, reiterated that the merger “remains under investigation” by their office.

Common Dreams

Senator Elizabeth Warren warned that the clearance “looks like a political favor” and “reeks of corruption.” The Block the Merger coalition, a network of advocacy groups, described the DOJ’s action as “designed to make it harder for state attorneys general to challenge the deal.” Multiple state attorneys general, led by California, have signaled intent to file antitrust suits.

Common Dreams

• “The American people need to know if this merger was approved as a political favor. This reeks of corruption,” — Senator Elizabeth Warren, U.S. Senator (MA)

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• “A team of career lawyers never reached out to anyone in their leadership chain of command to express this, but instead reached out to you?” — Associate Attorney General Stanley E. Woodward Jr., DOJ (tweet)

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• “ Rob Bonta, California's attorney general, said in response to the Justice Department's decision that "the merger of Warner Bros and Paramount is not a done deal and remains under investigation by my office.” — Attorney General Rob Bonta, California (tweet)

Common Dreams

• “This merger is bad for Los Angeles, and its math only works through mass layoffs,” — Councilmember Nithya Raman, Los Angeles City Council

Deadline Hollywood

• “I cannot support a deal that results in massive job losses,” — Mayor Karen Bass, Los Angeles

Deadline Hollywood

• “the transaction is not likely to result in harm to competition or American consumers.” — U.S. Department of Justice, Antitrust Division (statement)

Common Dreams

Los Angeles officials highlighted local concerns: Raman cited 2,000 jobs lost after Skydance’s prior acquisition of Paramount, while Bass warned that the combined entity could jeopardize the city’s 40,000-plus entertainment-industry workforce. Community groups have organized petitions urging regulators to block the merger.

Deadline Hollywood

Career DOJ staff, after eight months of review, were “leaning toward recommending a lawsuit” but senior officials cleared the deal before a final recommendation was issued. The European Commission’s antitrust and foreign-subsidies reviews have not concluded; deadlines are July 7 (antitrust) and July 14 (subsidies). The UK Competition and Markets Authority has not yet announced whether it will launch a Phase 2 probe. No state has filed a lawsuit yet, leaving the timing of potential legal action uncertain.

Variety Magazine

If completed, the merger would reshape U.S. media competition, potentially strengthening the combined firm against tech giants while concentrating ownership of major film studios, streaming platforms, and news outlets. Simultaneously, the process underscores concerns about political influence in antitrust enforcement and raises stakes for employment in Hollywood.

Common Dreams

State attorneys general are expected to file suits in the coming weeks. The EU must issue its antitrust decision by early July, and the UK regulator has an August 7 deadline for a Phase 2 determination. Should the deal miss the September 30 closing date, Paramount will incur the $0.25-per-share ticking fee; a failure to obtain all clearances would trigger a $7 billion termination fee. The outcome will determine the future landscape of U.S. and global entertainment markets.

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