12 States Sue to Stop Paramount’s $110B Warner Bros. Merger

A coalition of 12 U.S. states has launched a legal challenge aimed at stopping the proposed $110 billion merger between Paramount and Warner Bros. Discovery (WBD), arguing that the deal would reduce competition across the entertainment industry and ultimately hurt moviegoers, cable providers, and theaters.

The lawsuit is being led by California Attorney General Rob Bonta, alongside attorneys general from 11 other states. The coalition claims the acquisition violates the Clayton Act, a U.S. antitrust law designed to prevent mergers that could substantially reduce competition or create monopolies.

According to the complaint, combining Paramount and Warner Bros. Discovery would significantly weaken competition in three major segments of the entertainment business. These include wide-release theatrical film distribution, the market for top-grossing blockbuster movies, and basic cable television licensing.

If completed, the transaction would unite two of Hollywood’s biggest film studios under one company. It would also combine the streaming services Paramount+ and HBO Max, while bringing together an extensive lineup of television networks. Paramount’s CBS and MTV would join Warner Bros. Discovery’s CNN and HBO, creating one of the largest media portfolios in the United States.

The merger has already faced criticism from filmmakers, actors, and other entertainment industry professionals, many of whom argue that continued consolidation among major media companies reduces competition, limits creative opportunities, and gives fewer companies greater control over what audiences can watch.

Paramount, however, has defended the transaction. The company previously stated that the combined film studios would be capable of releasing around 30 movies each year, arguing that the merger would strengthen its ability to compete in an increasingly challenging media landscape.

The coalition of attorneys general disagrees, claiming the merger would hand the combined company substantial market influence. According to the lawsuit, the new entity would control approximately 27% of the U.S. theatrical film distribution market, around 30% of blockbuster movie distribution, and roughly 27% of the basic cable channel market.

In a public statement, California Attorney General Rob Bonta said greater consolidation in the media industry could have consequences beyond pricing.

He argued that fewer competitors would mean fewer opportunities for diverse stories to be produced and distributed, while also limiting the range of perspectives available to audiences. Bonta added that the lawsuit is intended to protect fair competition and ensure that no company gains excessive control over the entertainment market.

Despite the legal challenge, Paramount has previously indicated that the acquisition remains on schedule. CEO David Ellison said in May that the company expected the transaction to close by September.

The merger has already cleared several important regulatory hurdles. Warner Bros. Discovery shareholders approved the deal in April, and the U.S. Department of Justice later concluded that the acquisition was not likely to harm competition or consumers, allowing the process to move forward.

Joining California in the lawsuit are the attorneys general from Arizona, Colorado, Connecticut, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, Oregon, and Washington.

At the time of publication, Paramount and Warner Bros. Discovery had not issued immediate responses to requests for comment regarding the lawsuit.

The legal battle now sets the stage for what could become one of the most closely watched antitrust cases in the entertainment industry, with the future of the $110 billion media merger likely to be decided in court.

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