Paramount-Warner Bros. Merger Faces Final U.S. Legal Hurdle After Global Approvals

Paramount announced that competition authorities in Mexico and roughly 68 other jurisdictions—including the United Kingdom, the European Union, China, Canada, Brazil and the United States Department of Justice—have approved its proposed acquisition of Warner Bros. Discovery. The deal, however, remains blocked by lawsuits filed by 12 state attorneys general, led by California and Arizona. A federal judge has set a trial for March 2, and the companies must pay a $7 million-a-day “ticking fee” to Warner Bros. investors beginning at the end of September until the merger closes. Paramount has warned it will begin relocating out of California if no settlement is reached by October 1.

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The merger was temporarily halted after Judge Araceli Martinez-Olguin issued a restraining order, pausing the transaction for 28 days while the states gather evidence and depose executives. The Writers Guild of America has also filed a separate suit alleging the deal would reduce the number of buyers for writers’ work. Paramount has asked for a November trial date but the court scheduled the hearing for March 2, extending the litigation timeline.

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• Paramount’s corporate statement emphasized the need to balance “pension and state retirement funds” while absorbing “unnecessary additional financial costs” and preserving the long-term strength of the combined company.

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• Rob Bonta, California Attorney General, reiterated that the states intend to win at trial and that Paramount’s proposed “behavioral” remedies—such as promises to release a certain number of films—are insufficient. He called for “structural changes” that the company has so far refused to make.

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• The Directors Guild of America and the International Alliance of Theatrical Stage Employees sent a joint letter urging both Ellison and Bonta to negotiate a resolution that mitigates the merger’s anti-competitive aspects.

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California’s AG has repeatedly argued that the concessions offered by Paramount do not adequately address competition concerns, emphasizing that past “behavioral” remedies have proven ineffective. The Writers Guild’s lawsuit adds industry-wide opposition, contending that the merger would further concentrate bargaining power over writers’ contracts.

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• “We are grateful that competition authorities in nearly 70 jurisdictions worldwide have independently and thoroughly reviewed this transaction and reached the same conclusion: it is pro-competitive, pro-consumer and pro-worker,” — David Ellison, CEO

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