12 States Sue to Block Paramount-Warner Deal Worth $110 Billion
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Twelve states are suing to stop the Paramount-Warner deal that Washington already waved through. The DOJ cleared the roughly $110 billion merger without conditions. California and eleven others say it breaks the Clayton Act, and they may be the last check left.
July 13, 2026 – 8:18 pm
Image by: Dado Ruvic/Reuters
A dozen states have sued to block Paramount Skydance’s takeover of Warner Bros. Discovery. The suit, led by California attorney general Rob Bonta, was filed in federal court in California’s Northern District, CNBC reports.
The timing is pointed. The Justice Department approved the deal last month without conditions or divestitures, after an eight-month review.
What the states are actually claiming
The complaint alleges a violation of the Clayton Act, which bars mergers likely to substantially lessen competition. It identifies three markets:
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Wide-release theatrical distribution
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Top-grossing or blockbuster theatrical distribution
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Basic cable licensing
The states put the combined company at 27% of wide-release distribution, 30% of anticipated blockbusters, and 27% of the basic cable bundle.
Bonta framed the harm in consumer terms. The merger would mean higher prices, lower quality, and less content, hurting cinemas, cable distributors, and audiences. He also reached for a political register. America has no kings in government or in its economy, he said.
Paramount’s defense is not weak
The company called the suit fundamentally flawed and wrong on both the facts and the law. That is boilerplate, but the underlying argument is more serious than the rhetoric. Paramount contends the market has been redrawn by Netflix, Amazon, and Apple, making a share of theatrical distribution a poor measure of power. On this reading, the states are litigating a business that is already dying.
There is precedent on its side, too. Disney absorbed most of Fox’s Hollywood assets in 2019 on much the same reasoning, and regulators let it.
The irony is that the challenger Paramount beat is the strongest exhibit for its case. Netflix had a deal for Warner’s studios and HBO Max, walked away rather than be outbid, and authorized a $25 billion buyback instead.
Why this is a tech story
Strip away the studio lots and this is about the Ellisons. Paramount is chaired by David Ellison, but the bid was financed and guaranteed by his father Larry, the Oracle co-founder. Larry Ellison is a Trump supporter and adviser who has sat on a White House board advising on artificial intelligence. Last year the administration granted him and Oracle a controlling stake in TikTok’s US operations.
Consider what that assembles. Oracle supplies infrastructure that a large share of American commerce and government runs on, and the same family would now control TikTok’s US arm, CBS News, CNN, two major streamers, and a wall of cable channels. That concentration of distribution on top of infrastructure is the part that should interest anyone who covers technology.