A lawsuit has been filed challenging Paramount‘s $110 billion megadeal for Warner Bros. Discovery, the opening legal salvo over a merger that will reshape Hollywood.
Paramount subscribers, in a lawsuit filed on Thursday in California federal court, allege the acquisition will substantially reduce competition in streaming, news and theatrical distribution in violation of antitrust laws. They seek a court order blocking the merger and unwinding Skydance‘s acquisition of Paramount.
The deal will consolidate “Paramount’s ability and incentive to raise prices, reduce output, narrow slates, reduce quality, and worsen consumer-facing terms, including through control of distribution, exclusivity, windowing, and licensing,” states the complaint.
The lawsuit is believed to be the first legal action targeting the merger that would combine two of Hollywood’s legacy studios. Consumers represent one of several groups that could pose an obstacle to consummating the deal, which includes the Justice Department, state attorneys general, the European Union and the Federal Communications Commission.
“Paramount/Warner Bros. is not a done deal,” California Attorney General Rob Bonta said in February, hours after Netflix declined to raise its bid for the David Zaslav-led company, positioning Paramount as the winner of the bidding war. “These two Hollywood titans have not cleared regulatory scrutiny — the California Department of Justice has an open investigation, and we intend to be vigorous in our review.”
Paramount said in a statement that the lawsuit is “without merit.” It added, “The combination of Paramount and WBD will create a stronger competitor that is well positioned to serve as a champion for creative talent and consumer choice.”
In the lawsuit, consumers argue that the deal will substantially lessen competition in streaming and cable TV. The combined entity would have the third largest streaming platform behind Netflix and Disney with $17.9 billion flowing from its streaming business, according to the complaint, which notes that Warner Bros. Discovery and Paramount ranked third and fourth respectively in top streaming services in 2024. The lawsuit claims that the company would have the second largest streaming platform by subscriber count, though it doesn’t appear to account for consumers that have both services.
Paramount CEO David Ellison has framed the deal as one that will bolster competition in a large battle against tech giants like Netflix, Amazon and Apple. He’s pledged to release at least 30 movies a year theatrically with minimum 45-day theatrical windows.
That commitment, however, has drawn criticism from some in the industry who are skeptical it can maintain that output. Indeed, consumers argue that the deal will leave “moviegoers with fewer theatrical titles, less genre and budget variety,” plus “fewer meaningful alternatives at local theaters.”
If the merger is allowed to go through, the company would control roughly 24 percent of the theatrical distribution market, making it the largest theatrical distributor, according to the complaint. “The proposed transaction, therefore, would not merely combine two studios; it would increase top-four concentration by approximately 10.2 percentage points and eliminate Paramount as an independent studio competitor,” writes Joseph Alioto, a lawyer for the subscribers, in the lawsuit.
Earlier this month, Warner Bros. Discovery investors voted to combine with Paramount. The Justice Department hasn’t yet given its blessing, though President Trump previously thrusted himself into the bidding war to undermine Netflix’s bid in what’s largely been seen as support for Paramount.
Nodding to reports that Trump favors Paramount acquiring Warner Bros. Discovery, the lawsuit argues that the merger will diminish editorial independence, credibility and viewpoint independence at the combined entity. According to the complaint, the company would be the second largest news media entity behind Comcast.
Overall, the lawsuit contends that the merger should be blocked, in part, because of Skydance’s growth by way of acquisition rather than true competition. The Clayton Act bars mergers that may substantially lessen competition or tend to create a monopoly. The foundational U.S. antitrust law has also been interpreted to account for acquisitions that contribute to or accelerate a trend toward concentration by narrowing the field of meaningful rivals. Since 2010, the entertainment industry has seen mergers involving Paramount and Skydance, Disney and 21st Century Fox and Discovery and WarnerMedia.
“Skydance’s nontrivial acquisition of Paramount Global and the proposed nontrivial acquisition of Warner Bros. Discovery reflect the same strategy of refusing to compete by building better products, investing, innovating, or winning customers through rivalry on the merits, but instead pursuing scale through consolidation that eliminates independent rivals and weakens the competitive constraints that protect consumers,” states the complaint, which looks to force a divestiture.
California is currently investigating the merger. It will almost surely lead any effort on a lawsuit from state attorneys general to block the deal if one is filed.
