Just when it appeared that Paramount Skydance had finally cleared the path to completing its massive acquisition of Warner Bros. Discovery, opponents of the deal have launched a last-minute attempt to intervene. The Block the Merger coalition filed an emergency request Thursday morning seeking permission to formally oppose the proposed settlement between Paramount and the 12 state attorneys general that had been attempting to stop the merger, according to Variety.
The filing comes just hours before U.S. District Judge Araceli Martínez-Olguín is scheduled to hold a hearing concerning the proposed consent decree that would end the states’ antitrust lawsuit and clear one of the final remaining legal obstacles preventing Paramount from completing its acquisition of Warner Bros. Discovery.
The coalition is not filing a new antitrust lawsuit. Instead, it is asking the court for permission to submit an amicus brief, which would allow organizations that are not parties to the case to formally present arguments concerning the settlement.
The organizations involved in the filing include the Committee for the First Amendment, Free Press, Freedom of the Press Foundation, Future Film Coalition, and International Documentary Association.
The coalition says it wants an opportunity to challenge what it describes as a weak settlement.
According to the group, it is asking Martínez-Olguín “to grant interested parties the opportunity to formally oppose the weak and unenforceable consent decree that state attorneys general entered into with Paramount on Monday.”
The Merger Isn’t Official Yet
The filing highlights an important detail surrounding the Paramount-Warner Bros. saga: despite the dramatic settlement announced earlier this week, the legal process isn’t completely finished.
California Attorney General Rob Bonta and 11 other state attorneys general reached an agreement with Paramount on Monday that would resolve the antitrust lawsuit they filed in July.
The settlement removed what had been the largest remaining obstacle to the transaction.
Paramount Pictures Logo – YouTube, ClosingLogosHD
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But the consent decree still requires approval from Biden-appointed Judge Martínez-Olguín. And she apparently has questions.
In an order Tuesday, Martínez-Olguín declined to immediately approve the remainder of the proposed settlement and dissolve the existing agreement preventing Paramount from closing the transaction.
Instead, she scheduled an 11 a.m. Pacific hearing Thursday to address what the court described as “certain outstanding questions regarding the factual and legal underpinnings” of the consent decree, as well as questions concerning its implementation.
That opening is precisely what Block the Merger is now attempting to exploit.
The coalition says Martínez-Olguín could consider its emergency motion during Thursday’s hearing.
Coalition Calls Paramount Settlement Weak
Block the Merger has fiercely criticized the agreement since it was announced.
The settlement contains numerous commitments from Paramount, including requirements concerning theatrical production, domestic film spending, the continued operation of the companies’ California studio lots, and oversight of CNN and CBS News.
Among the biggest provisions, Paramount agreed to release at least 30 theatrical films annually during the first two years following the merger and 32 films annually during years three through five.
The company must also spend at least $300 million more per year on domestic film production compared with its 2025 baseline, representing at least $1.5 billion in additional spending over five years.
The agreement also includes mechanisms intended to preserve editorial independence at CNN and CBS News and requires Paramount to maintain the Paramount and Warner Bros. studio lots for at least five years.
A screenshot from CNN – YouTube, CNN
Bonta has defended the settlement, describing its terms as “very strong.”
Block the Merger sees things very differently.
Free Press Co-CEO Jessica J. González, who is serving as co-counsel on Thursday’s motion, argued that opponents of the transaction deserve an opportunity to make their case before the court.
“Hundreds of thousands of people across the country called on state attorneys general to enforce the law and to protect consumers, workers and free speech,” González said. “The weak and unenforceable deal the AGs struck with Paramount leaves us in the lurch. We deserve our day in court.”
The coalition had already condemned the settlement earlier this week, arguing that behavioral commitments from Paramount would not adequately address its concerns about consolidation in the entertainment industry.
Bonta Previously Wanted Structural Remedies
That criticism could become particularly interesting given Bonta’s own previous position.
Before reaching the settlement, the California attorney general had indicated that structural remedies — measures such as divestitures — would be necessary to resolve the state’s concerns.
The eventual settlement contains no such requirement.
Instead, it relies heavily on behavioral commitments governing Paramount’s conduct after the merger.
That’s a dramatic change from where this fight stood just two months ago.
California Attorney General Rob Bonta – YouTube, KCRA 3
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Bonta and the coalition of states sued Paramount and Warner Bros. in July under Section 7 of the Clayton Act, arguing that combining two of Hollywood’s five major theatrical distributors and two major cable programmers could substantially reduce competition.
Martínez-Olguín subsequently granted the states a temporary restraining order preventing the companies from closing the transaction.
Paramount later agreed not to close until June 1, 2027, or until five days after a decision on the merits of the case, whichever came first.
A full antitrust trial had been scheduled for March 2027. All of that effectively disappears if Martínez-Olguín approves the settlement and dissolves the no-close agreement.
Paramount Believes the Deal Is Ready to Close
Paramount has maintained that the merger has already cleared the necessary regulatory hurdles around the world.
Earlier this month, the company said it had received clearances covering 69 jurisdictions and that the state attorneys general and Writers Guild of America lawsuits represented the final barriers to completing the transaction.
The WGA has now settled its separate lawsuit as well. The guild said it continues to oppose the merger but determined that proceeding alone after the states settled would require spending millions of dollars pursuing the case through trial.
Paramount CEO David Ellison subsequently told employees that he expected the Warner Bros. transaction to close in approximately two weeks once the remaining legal requirements were satisfied.
That makes Thursday’s hearing potentially significant.
David Ellison talks to Bloomberg – YouTube, Bloomberg Podcasts
The Block the Merger coalition’s emergency filing does not mean the Paramount-Warner Bros. transaction has suddenly been blocked again, nor does an amicus filing give the coalition control over the lawsuit.
But it does mean opponents are making one final attempt to convince Martínez-Olguín that the proposed settlement deserves greater scrutiny before she signs off on it.
The judge had already demonstrated that she was unwilling to simply rubber-stamp the agreement when she scheduled Thursday’s hearing to address unresolved factual and legal questions.
Now she may hear from groups arguing that the deal shouldn’t be approved at all.
After months of lawsuits, restraining orders, settlement negotiations, political pressure, and billions of dollars hanging in the balance, Paramount appears closer than ever to finally acquiring Warner Bros. Discovery.
But until Martínez-Olguín approves the consent decree and lifts the restrictions preventing the companies from closing, this merger still isn’t officially over the finish line.
Do you think the Paramount Warner Bros. merger will close? Sound off and let us know!
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