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The UK Competition and Markets Authority and Culture Secretary Approves Paramount’s Acquisition of Warner Bros. Discovery after Guarantees

A government again has laid down choosing not to protect consumers and workers as the UK culture secretary Lisa Nandy as well as the UK’s Competition and Markets Authority have both cleared the deal for Paramount‘s $110 billion+ takeover of Warner Bros. Discovery.

To secure approval from Nandy, Paramount had to agree to some concessions.

  • Paramount’s Channel 5 will continue to operate as a public service broadcaster until the end of 2034. It will also retain editorial independence and remain separate from other news operations like Paramount’s CBS News and Warner Bros. Discovery’s CNN International.

Paramount has come under scrutiny for its takeover of CBS News removing its editorial independence for a more right-wing bent calling into question is history of quality journalism. Paramount owner David Ellison appointed Bari Weiss as the head of the news service as well as a conservative to act as its ombudsman, an “internal advocate for journalistic integrity and transparency.”

  • Paramount has also agreed that its linear and on-demand services in Britain would retain distinct editorial identities for five years, including its children’s TV content.
  • There’s also a guarantee that the deal would not reduce the number of people commissioning content in Britain, and Channel 5 would continue to back UK-originated content covering drama, factual, and entertainment shows.

The deal still faces multiple lawsuits in the United States including one from a dozen state attorneys general as well as the Writers Guild of America. Another case involves shareholders claiming the Ellisons promised “illegal private benefits” to President Trump in exchange for the government approval.

Paramount has received competition clearances in the United States, Australia, Brazil, Canada, China, Kuwait, Montenegro, New Zealand, North Macedonia, Saudi Arabia, Serbia, South Africa, South Korea, Ukraine, and by the European Commission, and the COMESA Competition Commission.

It also has received foreign direct investment clearances in Australia, Belgium, Czechia, Germany, France, Italy, New Zealand, Romania, Spain, and Slovenia. The transaction was also unconditionally approved by European Commission under its Foreign Subsidies Regulation regime and by the Austrian Federal Competition Authority under its media merger control regime.

Consumer Lawsuit Challenging Paramount’s takeover of Warner Bros. Discovery is Dismissed

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A challenge to Paramount‘s acquisition of Warner Bros. Discovery has been dismissed. The group of consumers failed to establish standing according to U.S. District Judge Araceli Martínez-Olguin. They are allowed to file a revised complaint.

The consumer lawsuit was filed in April and included five subscribers to pay-tv and streaming services who argued the merger would increase prices and decrease the diversity of viewpoints. The lawsuit also was seeking the divestiture of Skydance’s acquisition of Paramount last year.

The group of consumers challenged the merger but the judge wrote:

Plaintiffs’ standing theory amounts to little more than the assertion that they are consumers who watch television and go to the movies, and therefore a merger between entertainment companies would injure them.

Another issue in the case is that the plaintiffs’ injury was a single, historical price increase by Paramount+ but that injury wasn’t suffered in the same way by all five of the plaintiffs.

Martínez-Olguin is also presiding over two other antitrust cases over the same deal. One is the lawsuit brought by a dozen attorneys general and the other is the case brought by the Writers Guild of America. The attorneys general case has a trial date of March 2027. Another case involves shareholders claiming the Ellisons promised “illegal private benefits” to President Trump in exchange for the government approval.

Date Set for Paramount/Warner Bros. Discovery Trial

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U.S. District Judge Araceli Martínez-Olguin has set a trial date for March 2, 2027 for the antitrust lawsuit regarding Paramount‘s acquisition of Warner Bros. Discovery. The trial will conclude by March 19.

On July 13, a dozen attorneys general filed a lawsuit to stop the acquisition of Warner Bros. Discovery by Paramount Skydance. The lawsuit raised antitrust concerns and a decrease of competition. On July 20, a temporary restraining order was granted that prevented the deal from “closing” or “consummating” or taking any steps that would integrate or consolidate the operations. That temporary restraining order was extended an additional two weeks and then on July 24 Paramount agreed to halt its acquisition while the court case played out, possibly to June 2027.

The delay is a big one because if the deal isn’t completed by September 30, the price increases 25 cents per share per quarter it’s not approved. That would add $627 million to the cost of the overall deal each quarter, or roughly $7 million per day. That means this will increase the cost roughly $1.3 billion if the trial goes the entire time.

Ethics Complaints Raised over FCC Commissioners Gifts from Paramount

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Paramount Skydance‘s attempt to purchase Warner Bros. Discovery has even more stink surrounding it. Two government watchdog groups have requested for an investigation into ethics violations by Federal Communications Commission members. Members accepted luxury gala tickets while Paramount was working to get government approval for its $111 billion acquisition of Warner Bros. Discovery.

The Democracy Defenders Fund and Citizens for Responsibility and Ethics in Washington have cited an investigation by ProPublica about how CBS or its parent company (which is now Paramount) have given tickets to FCC commissioners to the Kennedy Center honors gala. CBS sponsors the event. That gift acceptance included while the Paramount/Warner Bros. deal was going through the government approval process as well as other major business from Paramount, including multiple mergers.

Commissioner Olivia Trusty‘s financial disclosure lists two tickets to the December 2025 gala worth more than $12,000. Trusty voted to approve Paramount’s merger with Skydance.

FCC Chair Brendan Carr‘s financial statements shows he accepted tickets eight times since 2017 which is over $75,000 in gifts. He sat in a private skybox at December’s gala with Paramount’s CEO David Ellison and other Paramount and CBS executives. Carr voted for the Paramount-Skydance merger.

According to ProPublica, seven of the ten commissioners who have served since 2016 accepted tickets with a value of more than $260,000.

Federal ethics rules ban employees from taking gifts from any entity that does business with, is regulated by, or seeks action from the agency.

The Democracy Defenders Fund says that Carr and Trusty broke the rules on accepting gifts or even criminal laws from accepting illegal gratuities. Carr and Trusty should be required to repay Paramount the “fair market value” for their gifts and their annual disclosures should not be certified until they do so. The organization is also requesting Carr to be disqualified from any decision concerning the Paramount-Warner Bros. Discovery merger.

Paramount had announced it was making a hostile takeover bid for Warner Bros. Discovery hours after the gala and Carr endorsed the deal three months later.

The Paramount-Warner Bros. Discovery deal is on hold while a court case plays out between the company and a dozen attorneys general. The business deal is also facing other litigation as well as unknown decisions from other governments.

Breaking: Paramount Agrees to Halt its Acquisition of Warner Bros. Discovery Until June 2027 or Court Rulings are Decided

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In a legal filing, Paramount and state attorneys general have reached an agreement to delay the acquisition of Warner Bros. Discovery to June 2027 or earlier if it makes it way through courts and a ruling is made before. The agreement needs to be approved by Judge Araceli Martínez-Olguín, who is overseeing the case.

On July 13, a dozen attorneys general filed a lawsuit to stop the acquisition of Warner Bros. Discovery by Paramount Skydance. The lawsuit raised antitrust concerns and a decrease of competition. On July 20, a temporary restraining order was granted that prevented the deal from “closing” or “consummating” or taking any steps that would integrate or consolidate the operations. That temporary restraining order was extended an additional two weeks before today’s deal.

The delay throws the entire deal into chaos as it potentially increases the cost to Paramount. For each quarter the deal doesn’t close beginning in October 2026 the cost increases $650 million. If the decision really stretches out until June 2027, that’d increase the cost nearly $2 billion. Paramount has stated that it might have to rework its financing if the price increases and with the volatility in the Ellison’s net-worth due to Oracle stock prices, the deal’s financial situation became far more complicated.

Paramount described the delay as a “significant win” as it will give the company “a direct path to a trial based on the evidence,” a spokeswoman said. “This is the fastest and clearest way to prove that this transaction is good for competition, good for consumers, and good for creators.”

Below is California Attorney General Rob Bonta’s press release regarding the deal:

California Attorney General Rob Bonta today announced securing an agreement with Warner Bros. and Paramount that would keep the entertainment titans from merging until June 1, 2027, or until after a decision by the court on the states’ claims, whichever comes first. If the court finds in favor of the states, the merger would be blocked pending appeal. Last week, Attorney General Bonta led a coalition of 12 attorneys general in filing a lawsuit challenging the unlawful merger, and this week, he celebrated a critical win when he secured a temporary restraining order pausing the merger. The Warner Bros./ Paramount merger is expected to result in higher prices, lower content quality, and fewer movies and TV shows. The proposed $110 billion merger — the largest in Hollywood history — would combine two of Hollywood’s five major film distributors and two of the five major owners of basic cable channels, extinguishing competition between Paramount and Warner Bros., and inflicting substantial harm on movie theaters, basic cable distributors, and ultimately, audiences nationwide. 

“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,” said Attorney General Bonta. “Today’s agreement is 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. We are eager to continue to make our case in court and celebrate another tremendous win in our effort to ensure this unlawful merger never sees the light of day.”

As part of today’s deal, Warner Bros./Paramount agree not to merge until 5 days after a decision on the merits of the states’ challenge or until June 1, 2027, whichever comes earlier. If the court finds in favor of the states, the merger would be blocked pending appeal. If there is no merits determination by June 1, 2027, the states can file a motion for a preliminary injunction.

For more than a century, Warner Bros. and Paramount have stood astride the film and television industry as independent sources of creativity and competition. The lawsuit alleges that the merger violates Section 7 of the Clayton Act, which holds that mergers that may substantially lessen competition or tend to create a monopoly are illegal. The attorneys general allege that, if Warner Bros. and Paramount are allowed to merge, it would lessen competition in three markets: film distribution, anticipated blockbuster film distribution, and licensing cable TV channels.

And the release from the office of Attorney General Letitia James:

Attorney General Letitia James and a coalition of 11 other attorneys general today secured a months-long halt to Paramount Skydance Corp.’s (Paramount) $110 billion takeover of Warner Bros. Discovery, Inc. (Warner Bros.). On July 13, Attorney General James and the coalition sued Paramount and Warner Bros., alleging that their merger would illegally reduce competition throughout the film and television industries, harming workers, consumers, and businesses. Attorney General James and the coalition today secured a stipulation from Paramount and Warner Bros. that will delay the merger until after a court ruling on the merits of the lawsuit or June 1, 2027, whichever is earlier.

“From the workers and artists who bring stories to life to the families who buy tickets at the box office, Paramount’s illegal takeover of Warner Bros. is a bad deal for all those who count on a competitive entertainment industry,” said Attorney General James. “Halting this merger while our case proceeds is a critical victory in our efforts to uphold the law and protect the film and television industries. I look forward to continuing our case to stop this illegal merger.”

On July 20, Attorney General James and the coalition won a temporary restraining order preventing Paramount and Warner Bros. from carrying out their merger. Under the stipulation announced today, Paramount and Warner Bros. will continue to remain separate companies until five days after the court’s decision on the merits of the case or June 1, 2027, whichever comes earlier.

Joining Attorney General James in this case are the attorneys general of Arizona, California, Colorado, Connecticut, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, Oregon, and Washington.

For New York, this matter is being handled by Assistant Attorneys General Pratik Agarwal, Morgan Feder, and Will Margrabe and Attorney General Fellow Jaya Mantovani, all of the Antitrust Bureau, under the supervision of Bureau Chief Elinor Hoffmann and Deputy Bureau Chief Amy McFarlane, and with the assistance of Chief Economist Chitra Marti. The Antitrust Bureau is part of the Division for Economic Justice, which is led by Chief Deputy Attorney General Christopher D’Angelo and overseen by First Deputy Attorney General Jennifer Levy.

Restraining Order Against Paramount’s Warner Bros. Discovery Acquisition Extended

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On July 13, a dozen attorneys general filed a lawsuit to stop the acquisition of Warner Bros. Discovery by Paramount Skydance. The lawsuit raised antitrust concerns and a decrease of competition. On July 20, a temporary restraining order was granted that prevented the deal from “closing” or “consummating” or taking any steps that would integrate or consolidate the operations.

Now, the judge has extended that restraining order by an additional 14 days, through August 17. The reason is to give the parties in the case more time to set an extended schedule for legal proceedings.

A hearing is currently set for August 3 to address the motion by the states and a preliminary injunction that could outright block the deal.

Paramount, though, has filed a motion for a three-day evidentiary hearing to take place later in August instead of that August 3 motion. They want that format so they can cross-examine the states’ expert witnesses. The states have said it’s an attempt to get around the process and decrease the time for the states to prepare their argument before the court.

The European Commission Approves Paramount’s Acquisition of Warner Bros. Discovery with Conditions

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The European Commission has approved Paramount Skydance‘s $111 billion acquisition of Warner Bros. Discovery. The approval does come with some conditions.

  • Paramount must terminated its stake in a theatrical distribution joint venture with Universal Pictures called United International Pictures. This must be done within 13 months of the closing of the transaction.
  • It can not go into an agreement or understanding with Universal to co-distribute films in the European Union for 10 years.
  • The company can’t move the distribution of Warner Bros. films from their existing distributor to the one used by Paramount where that distributor also distributes Universal’s or Disney’s films in Bulgaria, Croatia, Czechia, Cyprus, Denmark, Estonia, Finland, Greece, Hungary, Iceland, Latvia, Lithuania, Norway, Poland, Portugal, Romania, Slovakia, Slovenia and Sweden.
  • Paramount won’t shift its distribution of its films to the distributor used by Warner Bros. where that distributor also distributes Universal or Disney films.

The commission felt that there was enough competition for film production in the EU and US including Disney, Universal, Sony, MGM, A24, Lionsgate, and more. It also didn’t think there was issues when it came to the overlap in pay-tv channels, in particular for children.

The deal still has many hurdles to go before it’s completed. United Kingdom’s Competition and Markets Authority must still approve the deal plus there’s multiple lawsuits including one brought by the attorneys general from a dozen states that has led to a temporary restraining order concerning the deal. Paramount has requested a speedy trial and skip a hearing regarding the restraining order.

Paramount has filed for an Expedited Evidentiary Hearing to Avoid a Lengthy Process and Increased Cost to get Warner Bros. Discovery

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The clock is ticking for Paramount Skydance when it comes to their takeover over Warner Bros. Discovery. The business move has a temporary restraining order granted preventing it from going forward inching the entertainment company closer to its September 30 deadline to complete the deal.

On July 13, a dozen attorneys general filed a lawsuit focused on antitrust and competition against the deal which would have Paramount Acquiring WBD. On July 20, a judge granted a temporary restraining order preventing the deal from being “closing” or “consummating” or taking any steps that would integrate or consolidate the operations.

Paramount has filed a motion for an abbreviated three-day evidentiary hearing to present its case to the court. A hearing was set for August 3 but Paramount is asking for that to be pushed to the week of August 17 or August 24 with a mini trial instead of a focus on the preliminary injunction.

Paramount wants the case to go quickly as the cost to purchase WBD increases if the deal isn’t done by September 30. The price increases 25 cents per share per quarter it’s not approved. That would add $627 million to the cost of the overall deal each quarter, or roughly $7 million per day. This lawsuit will likely drag on for months if it moves forward making it unlikely the deal will close by that date. The company has said delays could force it to renegotiate the deal’s financing, cause uncertainty for its stock price, or end the transaction altogether.

Restraining Order Granted in Paramount Skydance/Warner Bros. Discovery Merger

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It’s an early win for a dozen State Attorneys General in their lawsuit attempting to stop the merger between Paramount Skydance and Warner Bros. Discovery. The temporary restraining order pauses the merger for 14 days and in response to a lawsuit filed July 13 by California, Arizona, Colorado, Connecticut, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, Oregon, and Washington.

The lawsuit was filed in the U.S. District for the Northern District of California and alleges the deal violates Section 7 of the Clayton Act. That focuses on lessening competition through mergers and is an attempt to prevent monopolies.

U.S. District Judge Araceli Martinez-Olguin wrote that the AG’s:

…present compelling evidence that the combined firm resulting from the transaction will possess substantial market share in the wide-release theatrical distribution market.

On this combined firm market share alone, the Court is persuaded that it can presume the proposed merger is likely to violate antitrust laws.

The order prevents the deal from “closing” or “consummating” or taking any steps that would integrate or consolidate the operations.

Attorney General Bonta said in a statement:

My office and attorneys general nationwide have secured an emergency order blocking the unlawful merger of Warner Bros. and Paramount. This is a critical first win in our case to ensure this megamerger never sees the light of day. History tells the tale of what happens when a few people have great power over markets that are central to Americans’ lives: fewer opportunities for more people, worse products and services for all people. With our lawsuit, we’re fighting for a free and fair market and a thriving film and television industry that serves creatives and audiences alike. We have a full tank of gas, the law on our side, and look forward to continuing to make our case.

The AGs argued the temporary restraining order was needed because Paramount had indicated it could possibly close the deal soon. Paramount’s lead attorney, Jeffrey Kessler, said that they were prepared to commit to not closing the merger for the next 28 days.

The decision is important as it delays the closing of the deal for Paramount. Paramount Skydance wants the deal to close before September 30, 2026 or the cost will increase the longer it drags on. The price increases 25 cents per share per quarter it’s not approved. That would add $627 million to the cost of the overall deal each quarter, or roughly $7 million per day. This lawsuit could drag on for months making it unlikely the deal will close by that date. The company has said delays could force it to renegotiate the deal’s financing, cause uncertainty for its stock price, or end the transaction altogether.

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Alan Cumming and Block the Merger UK urge a Stop to the Paramount Skydance/Warner Bros. Discovery Merger

With the acquisition of Warner Bros. Discovery by Paramount Skydance having been approved by some governments, but more to come, organizing against the deal has ramped up. Alan Cumming and Block the Merger UK has been urging individuals to speak out against the deal ahead of a decision by the UK government.

Block the Merger UK is urging people to contact the Department for Culture, Media and Sport or Ofcom and demand the merger is examined in depth.

Cumming and the organization highlight the consolidation leads to “one country” controlling a “massive slice of what we watch in Britain.” This new company would be “beholden to Donald Trump, autocrats and oligarchs.”

Concerns of job cuts are also raised and there’s still time for UK regulators to hear input from citizens.

A website has been set up with an email template and ways, and who, to contact.

Block the Merger was launched in April spinning out of a coalition of Hollywood stars and staff spoke up against the merger.

UK Culture Secretary Lisa Nandy said last month she is “minded to intervene” in the $110 billion takeover. A formal decision has not been made. If there is intervention, it’d trigger investigations by Ofcom and the Competition and Markets Authority, the antitrust watchdog.

But, things are up in the air as the House of Commons has gone into recess with any update by Nandy. That means things are potentially in limbo until September 1 when Parliament returns from its summer break.

Paramount has a deadline of September 30 to close the deal. If it doesn’t the price increases with a “ticking fee” that increases share cost by 25 cents per share, about $650 million, for every quarter beyond the third.

The deal could still close without UK clearance. The CMA though is investigating the merger and intends to issue an update August 7.

The deal between Paramount and Warner Bros. Discovery has come under heavy scrutiny this past week with a dozen attorneys general suing to stop the deal as well as the Writer’s Guild of America suing, and a third lawsuit involving shareholders.

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