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Paramount Pushes Back on Antitrust Lawsuit Over Warner Bros Deal

Paramount Skydance released a statement pushing back on the 12 states that filed an antitrust lawsuit to block the Warner Bros deal.

Not long after California Attorney General Rob Bonta announced that 12 states (California, Arizona, Colorado, Connecticut, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, Oregon, and Washington) had filed an antitrust lawsuit to block the $110 billion deal between David Ellison's Paramount Skydance and David Zaslav's Warner Bros Discovery, Paramount Skydance released a rather lengthy pushback on the claims made in the suit. "The complaint filed by the state attorneys general in federal district court in the Northern District of California distorts settled antitrust law and is based on a misrepresentation of competition in the entertainment industry today," argued Paramount Skydance, looking to drive home their point on two issues: that competition and FDI regulators in 24 jurisdictions have given the deal a green light, and that Paramount has "consistently demonstrated" how the deal will benefit the enterainment industry.

"Today, I am leading a coalition of states in challenging the proposed merger of Warner Bros. and Paramount and asking the court to block the deal. The unlawful merger of these two entertainment behemoths would lead to higher prices, lower quality, and less content for film and television, harming movie theaters, basic cable distributors, and ultimately, audiences on every sofa and movie theater seat in the U.S.," shared Bonta in a statement.

He continued, "California's film and entertainment industry touches the lives of Americans daily – it comes into the living rooms of families, has a starring role in many young people's first dates, and is a point of immense pride and employment for Californians up and down our state. Consolidation here not only leads to higher prices – it also leads to fewer opportunities for important stories to come to life, and fewer ways for audiences to encounter stories, ideas, and perspectives beyond their own experiences. In this country, no one is above the law. With this lawsuit, California and our sister states are fighting for free and fair markets, not rigged markets. America has no kings in government or our economy." Here's a look at Paramount Skydance's full statement on the antitrust lawsuit filed by 12 states earlier today:

The complaint filed by the state attorneys general in federal district court in the Northern District of California distorts settled antitrust law and is based on a misrepresentation of competition in the entertainment industry today. As numerous antitrust authorities around the world have already concluded after months of review, this transaction creates a stronger competitor against dominant streaming and technology platforms who have harmed the market for theatrical exhibition and jobs in the entertainment industry. This merger will create a company capable of investing more aggressively in premium content, theatrical releases, and creative talent at a time when those investments matter more than ever.

"The lawsuit filed by the state attorneys general, in the most generous light, reflects a fundamentally flawed application of the antitrust laws and is wrong on both the facts and the law. We will vigorously defend the transaction and demonstrate that this challenge is inconsistent with sound competition policy and the competitive realities of the media marketplace. Delaying this transaction will only harm entertainment workers who have already suffered over recent years as technology has disrupted their livelihood and cost California tens of thousands of entertainment jobs."

"The combination of Paramount and WBD will create a stronger, well-capitalized, creative-first media company that is better positioned to compete with companies like Netflix that have come to dominate the industry for audiences, premium content, and creative talent. Put simply, any attempt to block this transaction undermines the very principles antitrust law is designed to promote: more competition, more choice for consumers, and more opportunities for creators and workers," according to a Paramount spokesperson.

"The practical effect of this lawsuit is to shield those dominant streaming platforms like Netflix and technology companies from much needed competition while preventing the significant benefits this transaction will deliver for consumers, creators, workers, and the broader Hollywood economy. We will continue to fight against any attempt to derail a deal that strengthens competition, expands opportunity, and positions the combined company to compete in an increasingly competitive global media landscape," the spokesperson said.

Competition and FDI Regulators in 24 Jurisdictions Have Cleared the Transaction

The regulators that have reviewed the transaction have cleared it or allowed the waiting periods to expire, underscoring the deal's lack of anticompetitive effects on the industry. For example, the Australian Competition and Consumer Commission found that: "[T]he Acquisition is unlikely to have the effect of substantially lessening competition in relation to the wholesale supply of films for theatrical release in Australia." The ACCC expressly noted that while "the Acquisition would remove competition between Paramount and Warner Brothers, the merged entity would continue to be constrained by other film studios post-Acquisition" and "[t]he materials do not support the view that Paramount and Warner Brothers are particularly close competitors or that they compete more closely with each other than with the other major film studios." The U.S. Department of Justice reached a similar conclusion when it closed its merger investigation.

In addition to the United States, competition regulators around the world have concluded that the merger will not pose any threat to competition. Paramount has received competition clearances in Australia, Austria, Brazil, Canada, China, the Common Market for Eastern and Southern Africa (COMESA), Kuwait, Montenegro, New Zealand, North Macedonia, Saudi Arabia, Serbia, South Africa, South Korea, and Ukraine. Paramount has also received foreign direct investment (FDI) clearances in Australia, Germany, France, Spain, Slovenia, Belgium, Czechia, New Zealand, Italy, and Romania.

The careful review undertaken by these regulators and their uniform decision to clear the transaction or allow it to proceed contrasts sharply with the approach taken by the state attorneys general in this case. We will fight any effort to block a merger that has clear benefits for consumers, creators, and the wider entertainment industry, and where the alternative is to entrench a failing status quo.

Paramount Has Consistently Demonstrated How the Transaction Benefits Workers, Creators, and Theaters

Throughout the merger review process, Paramount has consistently demonstrated to enforcement bodies and other key stakeholders how this transaction will strengthen—not weaken—the creative economy.

Paramount CEO David Ellison has been clear since announcing the transaction that it will benefit consumers, theater exhibitors and creatives alike, because Paramount will release at least 30 high-quality films annually for full theatrical exhibition with a minimum 45-day window and continue licensing content to and acquiring content from third parties. In a May 7, 2026 letter to California Attorney General Rob Bonta, Paramount explained that Netflix, Amazon, and Disney are the largest subscription streaming services by far, that Paramount and WBD "lack the scale to compete effectively against the leading SVODs," and that, "[a]bsent something transformative, neither party is positioned to grow to a scale where they would catch up to the leading streamers." Later, in a May 28, 2026 letter to the Attorney General, Paramount expanded on that point by explaining why the transaction's output-enhancing strategy is central to competing at scale, noting that "the proposed transaction will increase output, expand theatrical releases, and enhance competition with scaled streaming platforms, all of which depend on sustained and growing demand for creative talent," and made clear the economic logic behind the deal: "A firm seeking to grow market share against larger competitors, including the streaming giants, must invest in more and better content and talent, not cut."

Paramount also has detailed how this transaction will help workers rather than continue to subject them to a failing Hollywood system. In a June 5, 2026 letter to the Department of Justice responding to a white paper submitted by the International Brotherhood of Teamsters, Paramount explained how "[its] content strategy aligns directly with the Teamsters' interests. More films and series in production means more call sheets, more location days, more transportation, casting, and catering work." As Paramount observed, "[t]he combined company will have no incentive to shrink the production engine that drives its competitiveness. Increasing production volume is the central pillar of how Paramount intends to compete." Moreover, "[i]nvigorated competition to produce more content across the entertainment industry will translate to more opportunities for organized labor beyond Paramount's projects." Ultimately, "Paramount cannot enhance and expand content production without organized labor" and "the Teamsters and other unions will stand as must-have partners for Paramount for years to come."

Here's a look at what the lawsuit claims the proposed merger would be in violation of (and you can check out the entire press release from Bonta's office here):

The lawsuit, filed in the U.S. District for the Northern District of California, 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 the areas of:

• Wide Release Theatrical Film Distribution, where Warner Bros. and Paramount are two of the five major film distributors and would combine for around 27% share of the market. After the merger, only three distributors will control 75% of these films and only four distributors (Defendants, Disney, Universal, and Sony) will control 86% of them.
• Anticipated Top-Grossing Theatrical Film Distribution, a submarket of theatrical film distribution focused on anticipated blockbuster films with wide audiences and large production budgets. After the merger, Defendants will control more than 30% of these films, and four distributors (Defendants, Disney, Universal, and Sony) will control more than 90% of them.
• Licensing Basic Cable Television Channels, or the market for distributing basic cable channels to cable and satellite providers. Warner Bros. is the second largest and Paramount is the third largest in this market, and they would combine for a 27% share.

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