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Federal judge blocks $110B Paramount-Warner Bros. Discovery merger for 14 days

Federal judge blocks $110B Paramount-Warner Bros. Discovery merger for 14 days

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U.S. District Judge Araceli Martínez-Olguín, of the Northern District of California, has granted a temporary restraining order blocking Paramount Skydance Corporation from closing its acquisition of Warner Bros. Discovery, in The State of California. The order was issued in response to a motion filed by a coalition of 12 state attorneys general, as it has claimed in the order.

California, Arizona, Colorado, Connecticut, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, Oregon, and Washington argue that the $110 billion transaction would violate Section 7 of the Clayton Act by eliminating competition between two of the “big five” Hollywood studios and combining two of the nation’s largest cable programmers.

In her ruling, Martínez-Olguín found the states presented compelling evidence that the combined company would hold a significant share of the wide-release theatrical distribution market — an anticipated 27% market share, according to the plaintiffs’ expert declaration — concluding that this alone was sufficient to presume the merger likely violates antitrust law. She noted the transaction would also raise the market’s concentration index (HHI) by roughly 359 points, to a post-merger level of 2,074.

While Paramount presented “expert testimony” disputing the states’ market analysis, the judge determined this was enough only to raise serious questions on the merits, not to defeat the states’ showing outright. She further reasoned that a lessening of competition itself constitutes irreparable harm, and that unwinding the merger later would be extremely difficult once operations began consolidating.

On the balance of equities, the judge noted that Paramount and Warner Bros. would not begin incurring financial costs from the delay until the end of September 2026, and that the companies would continue operating as separate, competing entities while the case proceeds. She held that the public interest in antitrust enforcement outweighed any harm to the companies from the pause.

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