California Attorney General leads coalition of 12 US state attorneys general in lawsuit to block the planned $110 billion Paramount Skydance and Warner Bros. Discovery merger
California State Attorney General Rob Bonta filed a lawsuit last week against the proposed $110 billion merger between Warner Bros. Discovery Inc. and Paramount Skydance Corp., leading a coalition of 12 state attorneys general seeking to block the combination. The complaint alleges that the merged entity would control almost a third of theatrical motion pictures and cable programming in the US market, causing 'substantial harm' to cinemas, distributors, and audiences through higher prices, reduced content, and lower quality. The Writers Guild of America has also separately filed suit, alleging the merged firm would become the largest buyer of original film and television programming in the United States, eliminating vigorous competition from a major studio that has operated for over a century. Paramount responded, stating the suit 'distorts settled antitrust law' and was founded on 'a misrepresentation of competition' within the entertainment sector. Separately, the European Commission notified on 2 June of the deal is expected to issue a decision this week, having received the merger notification on that date following the parties' filing. The dual-track challenge, state-level antitrust enforcement in the US alongside a Brussels regulatory review, illustrates the multi-jurisdictional clearance burden facing megadeal parties in the media sector. The EC's review is attracting substantial Big Law presence in Brussels, given the city's concentration of Global 200 firms active in competition work. Content industry observers note that any requirement to divest film libraries or restructure content distribution arrangements would carry significant valuation and contractual consequences for both sides.
Why this matters
A coalition of 12 state attorneys general challenging a $110 billion merger, in parallel with a pending European Commission decision, exemplifies the multi-jurisdictional antitrust clearance risk that defines modern megadeal structuring. The legal question in US courts will centre on market definition, specifically whether the entertainment sector is segmented by distribution channel and content type in a way that limits the merged entity's market power. For EC review purposes, the Brussels standard under EU merger regulation is distinct from the US DOJ or state AG frameworks, and the two proceedings will run on different timetables and with different substantive tests. Firms with integrated US/EU competition practices are best placed to coordinate the parallel defence, and the EC decision expected this week will set a critical data point for the US proceedings. The state AG coalition route is also a notable procedural tactic, signalling that competition enforcement at the state level remains a live threat even where federal regulators have not moved to block.
On the Ground
A trainee on a competition clearance matter of this type would be preparing chronologies of the merger notification filings across relevant jurisdictions, reviewing and categorising documents for regulatory disclosure requests, and drafting summaries of the substantive competition arguments raised in each jurisdiction's merger review.
Interview prep
Question you might get
“How would you advise the merging parties on managing parallel US state-level antitrust litigation and a European Commission merger review simultaneously, and what are the key legal differences between the two processes?”
Sign up free to see the full answer
A model answer you can lift into an interview — how to frame this story for a partner.
Sign up freeSources
My notes
saved