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Twelve state attorneys general want to stop Paramount’s $111 billion Warner Bros. Discovery deal. Paramount says blocking it does not protect anyone, it just hands Netflix an easy win.
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Paramount Skydance has come out swinging against a group of state attorneys general who are trying to stop its takeover of Warner Bros. Discovery. The company says the lawsuit gets the law wrong and will end up protecting Netflix and big tech firms instead of helping anyone else.
On Monday, a coalition of 12 Democratic state attorneys general filed a lawsuit in California federal court. Their goal is to block Paramount’s deal to acquire Warner Bros. Discovery, a transaction valued around $111 billion. California Attorney General Rob Bonta is leading the group.
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The states argue the merger breaks the Clayton Act, a federal law meant to stop mergers that reduce competition. They say combining Paramount and Warner Bros. would hurt three specific markets. These are wide release theatrical distribution, top grossing theatrical distribution, and basic cable licensing.
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Bonta said the merger would push up prices and cut down on the quality and amount of film and television content available. He said it would hurt movie theaters, cable distributors, and everyday viewers.
Paramount did not hold back. In a statement issued Monday, the company said the lawsuit reflects a badly flawed reading of antitrust law. It called the case wrong on both the facts and the legal reasoning behind it.
The company said it plans to vigorously defend the deal. It also argued that any delay would hurt entertainment workers, a group it says has already been through a rough few years because of disruption from streaming and technology. Paramount pointed out that California alone has lost tens of thousands of entertainment jobs in recent years.
The sharpest line in Paramount’s statement targeted the practical outcome of the lawsuit itself. The company said blocking the deal would shield major streaming platforms like Netflix, along with large technology companies, from competition it says the industry badly needs.
Paramount’s central defense rests on the idea that traditional Hollywood studios are now competing against a different kind of rival. The company argues that tech giants such as Netflix, Amazon, and Google have grown so dominant that traditional media companies need to combine forces just to keep up.
Makan Delrahim, Paramount’s legal chief, has made this argument repeatedly in recent months. He has pointed to what he calls tech monopolies as the real threat facing consumers, talent, and labor across the entertainment industry.
Paramount’s statement said the combined company would be better positioned to compete with Netflix for audiences, premium content, and creative talent. It framed the merger as something that expands competition and consumer choice, rather than reducing it.
David Ellison, the CEO who leads Paramount Skydance, has made similar comments before. He has promised that the merged company will release at least 30 films a year, matching or expanding what the two studios currently put out on their own.
The lawsuit goes further than general competition concerns. It specifically targets the theatrical distribution market, arguing that fewer major studios competing for screens would hurt movie theaters directly. Fewer competing distributors could mean worse terms and prices for theater chains, which in turn could affect ticket prices and film variety for audiences.
The states also raised concerns about basic cable. Paramount and Warner Bros. together own more than 50 basic cable channels. That includes rights to major live sports content, including March Madness and MLB games. The states argue this concentration would give the combined company outsized bargaining power over cable distributors, something that could ripple down to consumers through higher subscription costs.
Cinema United, the trade group representing movie theater owners across the country, welcomed the lawsuit. Michael O’Leary, the group’s CEO, said further consolidation among studios would have lasting effects, not just within the entertainment industry but on local communities where movie theaters serve as economic and cultural hubs.
One detail makes this fight more unusual. The Department of Justice already approved the Paramount-Warner Bros. Discovery merger last month. That means the states are moving forward with their own legal challenge despite the federal government’s decision not to intervene.
This puts the states in a position of defying federal regulators on a deal of this size, something that does not happen often in major media mergers. The states have asked the court to prevent Paramount from closing the transaction until the case has been fully decided.
Beyond the courtroom, the dispute has also raised questions about Paramount’s relationship with the state of California itself. A report published over the weekend suggested that people close to CEO David Ellison have floated the idea of moving Paramount’s headquarters out of California if the state succeeds in blocking or delaying the deal.
According to that report, Ellison has not made any final decisions on the matter, and the talk may amount to a negotiating tactic rather than an actual plan. Still, the idea signals how high the stakes are seen to be on Paramount’s side, given how much production spending and how many jobs are tied to the studio’s presence in the state.
For now, both sides are digging in. Paramount says it will keep fighting what it calls an unlawful attempt to derail a deal it believes strengthens competition and benefits workers, creators, and consumers. The states, led by Bonta, say they are defending fair markets against a merger that would combine two of Hollywood’s biggest studios into a single, unusually powerful player.
The case will now move through California federal court, where a judge will have to weigh Paramount’s argument about competing against tech giants against the states’ concerns about reduced competition within traditional film and television markets. Given the size of the deal and the number of states involved, the legal fight is likely to stretch on for months before any resolution is reached.
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