The top lawyers for several states are drafting a legal challenge to Paramount Skydance Corp.’s $110 billion deal to buy Warner Bros. Discovery Inc., laying the groundwork for an antitrust suit over the Hollywood mega-deal.
After investigating for months whether the deal would harm competition, senior officials in about 10 states have begun drafting a complaint and discussing logistics for filing a potential lawsuit as soon as this month to stop the merger, according to people familiar with the matter. California, which is home to the entertainment industry, has been leading the effort.
No final decisions have been made about filing or which states would join in. Most of the states that have been weighing the lawsuit are led by Democratic attorneys general although at least two Republican attorney generals are involved in the probe, according to some of the people.
State officials weighing a case have been looking into how the deal would affect the companies’ bargaining power over those making movies and television shows, said some of the people, who asked not to be identified as the discussions remain private.
Officials from California and other states have been meeting with both Paramount and opponents of the deal and sought sworn statements or testimony that could be used in a lawsuit, according to people familiar with the inquiries who also asked to not be identified.
“The Paramount acquisition of Warner Brothers remains an active investigation, and we do not have any updates to share at this time,” a spokesperson for California’s attorney general said.
“Opposing this deal means opposing expanded consumer choice, new opportunities for creators and workers, and greater competition throughout the creative ecosystem—the opposite of what antitrust law is meant to achieve,” a Paramount spokesperson said in a statement.
“It also means giving entrenched incumbents like Netflix an advantage they do not deserve. We will continue to fight against any attempt to derail a deal that plainly benefits consumers, creators, and the industry as a whole.”
Other than California, states with Democratic attorneys general weighing a lawsuit include Washington state, Oregon, Nevada, Colorado, Connecticut and New York, according to some of the people.
However, Republican attorneys general from Tennessee and Pennsylvania and the top lawyer for Massachusetts, who is a Democrat, are also involved in the probe, some of the people said.
Spokespeople for attorneys general of New York and Colorado declined to comment. A spokesperson for Connecticut’s top lawyer declined to comment, beyond saying that the attorney general is very concerned about the deal. Attorneys general for the other states didn’t immediately respond for comment.
A lawsuit would up the stakes for the blockbuster merger, and could threaten plans by tech scion David Ellison to climb to the upper echelon of media moguls.
The takeover battle for Warner Bros. in which Paramount ultimately prevailed after an acrimonious bidding war with Netflix Inc. has been a polarizing force in the entertainment business.
The companies insist it will give the industry a much needed boost in the face of dramatic changes from artificial intelligence, streaming and broader economic headwinds.
State attorneys general have been asserting their presence in corporate law enforcement in the wake of a pullback by the Trump administration.
The dynamic is particularly stark on the antitrust front, where federal enforcers at the Federal Trade Commission and Justice Department are increasingly willingly to negotiate deals with companies instead of fighting in court.
Tension between states and the federal government came to a head earlier this year when the Justice Department reached a surprise settlement with Live Nation Entertainment Inc. one week into trial into a long-running joint antitrust case.
More than 30 states refused to sign on and ultimately won a jury verdict that the company illegally monopolized a large part of the live music business.
In another example of states and the federal government diverging on antitrust, the Justice Department recently declined to challenge Nexstar Media Group Inc.’s acquisition of Tegna Inc. to create the largest broadcast television owner in the US. A group of states challenged that deal, which is now on hold pending a full trial on the merger’s legality.
Paramount said in February that the Justice Department’s waiting period for the antitrust review has expired. The agency has continued to investigate, but a lawsuit by federal antitrust enforcers appears unlikely.
The antitrust enforcer hasn’t challenged any mergers since January 2025, even in cases where the states or foreign enforcers have. Senior Justice Department officials under Trump have argued that reaching settlement is generally more effective than pursuing lengthy and expensive antitrust litigation.
Pressure has also mounted for states to step into the fray and oppose the deal as thousands of industry players, including top actors and directors like Ben Stiller and Glenn Close, have said the deal will result in job losses, higher production costs and fewer choices for consumers. “There are red flags everywhere for us,” California’s Bonta said on a call with reporters in May.
Paramount has argued the merger will help the new entity better compete against the online juggernauts including Amazon.com Inc.’s Prime Video and Alphabet Inc.’s YouTube. The deal will unite two of the five largest Hollywood movie studios; two major news networks in CNN and CBS; two rival streamers with HBO Max and Paramount+; and dozens of cable networks.
Among the challenges facing the states are resource constraints. California Governor Gavin Newsom recently proposed a $14 million budget hike specifically geared toward antitrust enforcement for the coming fiscal year. And the Oregon attorney general is seeking an extra $2.7 million to boost its antitrust-specific headcount from eight to 24 staffers.
Such lawsuits are expensive. Speaking to reporters in May, California’s Bonta said they generally require at least 20 lawyers and $20 million to litigate, costs the states must shoulder on their own when the federal government isn’t involved.
The Paramount-Warner Bros. deal is also under scrutiny overseas, with the EU’s 27-nation merger watchdog setting an initial deadline of July 7 to rule on the deal. The UK’s competition authority is also investigating the deal.
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Published on June 6, 2026
