Paramount Global's proposed merger with Warner Bros. Discovery has cleared the federal antitrust waiting period, potentially shifting scrutiny to state attorneys general. The Department of Justice's opportunity to preemptively block the deal has expired, though intervention remains possible. California Attorney General Rob Bonta has vowed a vigorous investigation into the transaction.
On February 20, Paramount announced that its agreement to acquire Warner Bros. Discovery had passed the statutory waiting period under the Hart-Scott-Rodino Act, which allows the Department of Justice to challenge mergers preemptively. This development occurred a week before the deal was publicly revealed, following the collapse of a competing bid from Netflix on Thursday. Paramount's chief legal officer, Makan Delrahim, sought to accelerate the federal review process in anticipation of such an outcome, according to sources familiar with the matter. The merger, one of the largest in Hollywood history, now faces potential hurdles from state-level regulators rather than federal ones, as the DOJ's window for action has closed, though it could still seek to intervene later. State attorneys general, including California's Rob Bonta, have signaled intent to scrutinize the deal closely. Bonta stated on Thursday that the transaction 'is not a done deal' and promised a 'vigorous' investigation. Experts note that while state AGs possess fewer resources than the DOJ, they can form coalitions to pursue challenges, as demonstrated in past cases like the 2019 T-Mobile-Sprint merger, which resulted in a settlement with consumer protections, and the 2024 effort alongside the Federal Trade Commission to block Kroger's acquisition of Albertsons. Antitrust professor Spencer Weber Waller of Loyola University Chicago observed, 'It is quite common for the attorney generals to create a coalition of the willing who could bring this case,' adding that 'the states are getting good at this. They have built a very consistent track record of opposing deals on conventional antitrust theories.' Unlike Netflix's bid, which raised alarms due to its streaming dominance, Paramount's smaller scale in that market has drawn less immediate concern, though consolidation could limit options for creatives selling content and reduce film supply for theaters. Former DOJ Antitrust Division official Jennifer Dixton, now at UCLA, remarked, 'There seems to be less pushback and less concern over Paramount’s acquisition than Netflix’s,' but cautioned, 'There may be still some hurdles that Paramount will have to go over before the deal is cleared. I don’t know it’s completely in the clear.' Warner Bros. Discovery CEO David Zaslav informed employees on Friday that closing the deal would likely require six to 12 months. Additional review awaits in the United Kingdom and European Union, where regulators are more inclined to impose conditions than outright blocks. American Economic Liberties Project's Lee Hepner described the preemptive federal clearance as 'unusual and remarkably creative and clever,' noting it shortens the post-approval challenge window. Director of research Matt Stoller criticized the rapid federal process, saying, 'The federal government doesn’t have a lot of credibility,' and calling it 'obviously corrupt' and 'ridiculous,' suggesting it indicates 'the fix is in.'
