State AGs finalizing antitrust lawsuit over Paramount–Warner Bros. Discovery merger

Multiple States Prepare Antitrust Challenge to Paramount’s Warner Bros. Discovery Acquisition

State AGs finalizing antitrust lawsuit over – Legal teams representing numerous states are in the final stages of drafting an antitrust complaint that contests Paramount’s proposed purchase of Warner Bros. Discovery, which includes the CNN network. According to individuals familiar with the proceedings, this comprehensive multistate action is anticipated to be submitted to court within the coming week, although the precise date remains flexible. Should the litigation proceed as planned, it threatens to complicate Paramount’s timeline for assuming control of the media conglomerate during the latter portion of summer. The entertainment corporation has been actively working to close the transaction within the next several weeks.

This legal challenge marks yet another example of state-level officials stepping in to contest a corporate merger that has already received federal approval. The Department of Justice granted its blessing to Paramount’s acquisition of Warner Bros. Discovery last month, despite facing scrutiny regarding the Trump administration’s relationship with the media company. Importantly, federal authorization does not prevent state attorneys general from pursuing independent antitrust arguments on their own behalf.

Concerns About Market Competition

Advocates who have called upon state attorneys general to initiate legal action contend that the proposed transaction would damage competitive dynamics throughout both the entertainment sector and news media landscape. Paramount has consistently rejected these assertions. According to sources, state-level regulators have been examining Paramount’s lobbying activities directed at the Trump administration, alongside other relevant matters.

When asked about the prospect of a coordinated lawsuit from multiple states, a representative for Paramount stated:

We continue to engage constructively with regulators, including State Attorneys General, and are prepared to address any legitimate antitrust issues. We are confident this transaction raises no such concerns.

International and Domestic Regulatory Hurdles

Paramount encounters additional regulatory obstacles beyond American borders. In the United Kingdom, Culture Minister Lisa Nandy recently indicated she was considering intervention in the proposed deal. Within the United States, a coalition of state attorneys general has been examining the transaction for several months. California Attorney General Rob Bonta has consistently voiced reservations regarding the proposed combination.

When contacted for comment on Wednesday afternoon, Bonta’s office responded:

The Paramount acquisition of Warner Bros. remains an active investigation, and we do not have any update to share at this time.

Reuters had reported earlier on Wednesday regarding the potential timing of the lawsuit. While most legal developments between Paramount and the states have transpired behind closed doors, the office of Oregon Attorney General Dan Rayfield appeared in court on Wednesday to pursue enforcement of a subpoena connected to the state’s examination of the deal. That hearing was postponed until Monday.

Timeline and Legal Precedents

Paramount representatives informed the court that the corporation would not finalize the merger prior to July 22. The Oregon Attorney General’s office is requesting that the court mandate a sixty-day waiting period before Paramount can assume control of Warner Bros. Discovery. However, any such judicial order could potentially be overridden by the broader multistate lawsuit.

A coalition of state attorneys general previously achieved success in delaying Nexstar’s acquisition of Tegna, a competing television station, earlier this year. A judge issued a freeze on that transaction ahead of an anticipated trial, and Nexstar is currently pursuing an appeal.

Paramount’s Wednesday statement emphasized that regulators across multiple nations have already approved the Warner Bros. Discovery transaction. A spokesperson told CNN:

Antitrust authorities around the world have carefully reviewed this transaction, clearing it or concluding that it does not violate any competition laws.

The spokesperson continued:

That regulatory record underscores what the facts, the law and the economics make clear: this transaction will create a stronger challenger to dominant global streaming and technology platforms, expand consumer choice, increase investment in premium content and theatrical distribution, and create more opportunities for creators and workers.

Concluding the statement, Paramount added:

We are confident the facts and the law support this transaction, and we will continue to defend it vigorously.

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