Paramount bosses Larry and David Ellison aren’t having much fun in the wake of a 12 state antitrust lawsuit that risks derailing their $111 billion attempt to dominate what’s left of U.S. corporate media.
There’s been a certain creeping desperation apparent the last month or two; whether it’s the company’s top lawyer claiming that critics of the deal are somehow antisemitic, or the continued threats that the company will leave California if states don’t back off their lawsuit. The company has also been funding no limit of shitty editorials trying to pretend further consolidation is just what Hollywood needs.
This report (paywalled) from Puck indicates that David Ellison is laying the groundwork to move Paramount to Tennessee, Texas, Georgia, or another state if California AG Rob Bonta doesn’t settle the antitrust case. It’s kind of an irrelevant threat in some contexts given that most U.S. film and TV production was already leaving California, and may occur whether or not the deal is approved.
Unfortunately for Ellison and his nepobaby kid, the old “I’m taking my ball and going home” threat doesn’t appear to be working on Bonta, and the antitrust lawsuit case is slated to begin next March — much later than the Ellisons were hoping. From Vulture:
“It’s possible Ellison and his team were hoping all of this would scare Rob Bonta, the state’s attorney general, into backing down. But so far, Bonta doesn’t seem cowed and has accused Paramount of “blackmail” in trying to get its way. And outside observers seem to agree: “Paramount’s PR campaign appears to be strengthening Bonta’s hand rather than weakening it,” the analysts at Lightshed wrote in a note to clients this week.”
Amusingly, a bunch of Paramount employees told Business Insider they were mostly just happy the merger was paused so they could focus on their work:
“It’s nice to be able to focus on what we do without the impending disruption that a merger in 2026 would have brought,” a high-level advertising employee said of the merger delay.”
Ellison is also trying to apply pressure on more corporate-cozy Democrats to push Bonta to support a deal (see: California Gubernatorial candidate Xavier Becerra, and off-the record comments by Gavin Newsom), but that doesn’t seem to be working either. In part because the U.S. cultural animosity toward billionaires and shitty giant companies is bubbling over, but also because time is simply on Bonta’s side.
Starting in October the company has to start paying a $7 million per day ticking fee to investors, which clearly has the Ellisons panicking. Larry’s over-extension in AI, should a bubble pop, could also complicate the financing for what’s already a very debt-heavy deal.
And again, it’s more than possible that Ellison follows through and moves Paramount out of California regardless of whether the deal is or isn’t approved simply to grab some tax breaks, putting a stake in the heart of an already reeling Hollywood that’s steadily watched most film and TV production migrate overseas.
But at the same time this exact sort of consolidation is just foundationally deadly. These deals always (and 50 years of data is not subtle on this point) result in mass layoffs, higher prices, less competition, and broad enshittification as the remaining company struggles to manage debt.
So for the few remaining regulators we have concerned about the public interest and labor, the best tack continues to be to simply block this and any other “growth for growth’s sake” consolidation. Though Ellison’s megamerger is extra shitty for numerous additional reasons, ranging from the dodgy financial support from overseas autocrats, to the Bari Weiss extraction class agitprop degradation of whatever’s left of journalistic institutions like CBS and CNN.
It’s very possible that Larry Ellison likely loses either way this goes. Either the state wins its antitrust lawsuit derailing his dreams of media domination, or he succeeds with his acquisition and is overloaded with debt while a bizarre assortment of nepobabies and brunchlords (who appear to have no idea what they’re doing) struggle to remain relevant as traditional broadcast TV heads toward extinction.
Before each giant merger the companies promise that the new combined entity will deliver the sea, moon, and stars. We’re told the consolidation will result in untold synergies, massive job growth, and incredible new innovation. Yet in a country too corrupt to have functional antitrust enforcement or working regulators, what we get instead are mass layoffs, higher prices, less competition, and shittier product.
That’s been particularly true in media. And it’s been particularly true when it comes to the last quarter century of mergers related to Warner Brothers. Paramount’s latest $111 billion merger with Warner Brothers is no exception, and as a state antitrust lawsuit threatens to topple Larry and David Ellison’s ambitions, the company is making all sorts of promises that this time will somehow be different.
“The media conglomerate, whose efforts to acquire CNN parent Warner Bros. Discovery have stalled in federal court after a group of 12 attorneys general levied antitrust concerns against the proposed deal, has considered setting up an oversight committee to govern the news giant.”
Like every pre-merger promise, this is utterly meaningless. Rupert Murdoch promised such an entity in 2007 when he acquired the Wall Street Journal, but it’s nowhere to be found today. The Ellisons know they’ve helped gut what’s left of U.S. regulatory integrity via Trumpism, and with the eroded power of unions there’s really nothing requiring they follow through on any sort of promise.
David Ellison recently penned an editorial in the New York Times insisting he’s not political and he’d be a good steward of what’s left at CNN, but nobody at CNN actually believes him. They can see what Bari Weiss is already doing to CBS, and they’re very much right to be worried. Ellison may truly believe a rich nepobaby allied with Trumpism is somehow “not political,” but that belief is just as worthless as this new fake oversight board.
At the same time Ellison is promising this toothless new oversight board and that he’ll protect Hollywood movie production, he’s simultaneously threatening to pull Paramount out of California entirely if he doesn’t get everything he wants. But that’s likely even if the deal is approved, given that migrating film and TV production overseas is an ongoing trend.
Hollywood is still rocked and reeling from COVID, previous pointless consolidation, and massive migration of production overseas. You’ve got numerous high level technically skilled production folks resorting to driving Ubers amidst historic layoffs. Throwing more consolidation and another right wing billionaire into that volatile mix is going to be disastrous, regardless of any promises made.
The only valuable path forward to protect labor, journalism, and informed consensus is scrapping the deal entirely. Then focus on battling corruption, restoring regulatory integrity, embracing antitrust reform, empowering independent journalism and content creation, strengthening unions, restoring media consolidation limits, and kicking back aggressively against the self-serving right wing billionaire effort to dominate every last aspect of modern American life.
It’s hard to not have noticed that a key enabler of U.S. authoritarianism was our consolidated corporate media, which (with scattered exception) was more than happy to throw the entirety of journalistic integrity in the toilet for a chance to please a mad, idiot king. In large part because our press is increasingly owned by a handful of rich, white, old, right wing men keen on tax cuts and deregulation.
It’s very hard to also ignore that if we’re going to avoid more Donald Trumps, the country is in desperate need of media reform. Greater antitrust enforcement, the restoration of media consolidation limits, media ownership diversity requirements, improved media literacy standards (see: Finland), the restoration of U.S. public media, a refusal to amplify or validate the trolling of racist opportunists, and creative new funding models for real journalism are all essential.
Unfortunately Democrats and Republicans alike pay a lot of empty lip service to this sort of stuff, before immediately doing whatever makes our biggest corporations happy.
Case in point: California Governor Gavin Newsom for some reason thought it would be a good idea to try and quietly pressure California (and 11 other states) to drop their antitrust lawsuit against Paramount and David Ellison’s $111 billion merger with Warner Brothers.
Why? According to the Wall Street Journal (non-paywalled archive link) Newsom is trying to argue that blocking the unpopular deal will somehow harm California employment:
“In recent weeks, Newsom has told people involved in the matter that if the deal is blocked as a result of the suit, state employment would suffer, the people said. Newsom’s office has encouraged Attorney General Rob Bonta’s office, which has independent authority to file such suits, to find a resolution out of court, the people said.”
That’s simply not a fact-based claim. There are 100 years of very hard evidence showing that media consolidation repeatedly results in massive layoffs and higher prices for consumers. It’s simply not a debate. Warner Brothers, in particular, has a quarter century of hard evidence showing that every deal the company has been involved with ends in mass layoffs, higher prices, and shittier overall product.
We literally just went through this very thing with the AT&T/Discovery/DirecTV/Warner Bros mergers, which resulted in 50,000 people losing their jobs (this stark human tally is, curiously, memory holed when it comes to most corporate press coverage of the latest round of mergers).
California and eleven other states filed an antitrust lawsuit to block Paramount’s latest merger last month, correctly pointing out that the high debt load of the deal will result in significantly more layoffs for an already reeling U.S. entertainment industry. The courts have agreed to delays, which has justifiably worried Paramount given looming ticking fees ($7 million daily paid to investors starting in October) and Ellison’s/Oracle’s precarious financial footing on AI.
So the company is applying pressure wherever they can, and has found a helpful ear in folks like Gavin Newsom, Ari Emanuel, and James Cameron. The fact that Newsom is doing this behind closed doors and refuses to own the position or publicly comment to the press indicates he knows just how unpopular it is.
Newsom has no direct authority to pressure the AG on the deal, but it does shine a light on the kind of media policies you can expect under a Gavin Newsom presidency. Newsom has already found himself under fire for repeatedly hosting assorted white supremacists and right wing propagandists on his podcast, demonstrating a lack of modern media understanding and a tendency toward rank opportunism.
Newsom isn’t alone in being terrible when it comes to U.S. media policy. Democrats have historically spent the last quarter century tripping over their own asses when it comes to meaningful media reform policies, and the impact has not been subtle.
As a result, Republicans increasingly dominate everything from AM radio and local broadcast news, to Twitter and whatever’s left of cable news. Larry Ellison actively supports fascism; and he’s very clearly hoovering up outlets like CBS and CNN with an eye on making already saggy U.S. journalism much worse. Placating Larry Ellison doesn’t create jobs; it creates more fascism.
There is no bridging with or debating fascism. There’s no conversation to be had with it. It’s something that’s either destroyed or left to metastasize. A cornerstone of right wing U.S. authoritarianism has been extremely racist propaganda seeded across a feckless consolidated corporate media. Presidential hopefuls keen on dislodging fascism from the body politic — and avoiding a repeat with a younger, smarter version of Trump — shouldn’t be making the problem worse.
Just as Larry Ellison and Paramount executives had worried, the state antitrust challenge to their $111 billion merger with Warner Brothers has resulted in significant delays that could prove terminal.
Two weeks ago California and eleven other states filed an antitrust lawsuit to block the merger, pointing out that the consolidation would undermine market competition, resulting in mass layoffs, higher consumer prices, and product quality hits as the merged company attempts to pay down a massive debt load. This isn’t hard to predict or prove given that every single merger that Warner Brothers has been involved with in the last quarter century has been a disastrous dud.
The judge overseeing the case granted a 14-day restraining order pausing the deal. But Paramount has now agreed to suspend the merger for far longer in the apparent belief that this could speed up the looming trial:
Paramount framed the agreement as a “significant win” that would help it close the deal. The company said the move would speed up the legal process by pushing the case to a trial sooner. It will also help avoid prolonged back-and-forth over some legal issues, like the merits of a court-ordered delay.
So as it stands, the Paramount merger will simply expire if they can’t win or dismantle the antitrust trial by June 4, 2027. That’s a problem for all sorts of reasons, the biggest being that the terms of the agreement involve Paramount being forced to pay a ticking fee of about $7 million per day (or $650 million per quarter) to investors starting in October until the deal closes (or doesn’t).
As mentioned previously, Larry Ellison and Oracle are also hugely over-leveraged on the AI bubble and data center investment; if that bubble pops during this window (which is broadly expected since nobody but Nvidia is making any money), that could heavily complicate his financial backing for the already very debt-heavy deal. At the same time, broadcast television isn’t magically getting more popular anytime soon.
And even if this deal does ultimately succeed, there’s been very little evidence that Paramount, much like the Trump administration that rubber-stamped the superunion, has any idea what they’re doing.
Paramount has been forced to pause consummation of its controversial $111 billion merger with Warner Brothers after a state antitrust lawsuit resulted in the courts granting a 14-day restraining order. There’s a not insubstantial chance that the pause could prove fatal for the deal.
California and eleven other states last week filed an antitrust lawsuit to block the merger, pointing out that the consolidation would undermine market competition, and result in layoffs, higher consumer prices, and product quality hits as the merged company attempts to pay down a massive debt load. As we’ve previously mentioned, every deal involving Warner Brothers has resulted in such an outcome.
Judge Araceli Martinez-Olguin granted a 14-day restraining order after hearing arguments from both sides last Friday. The delay has the potential to be doubled as the courts debate the merits of the state antitrust case. Such delays can sometimes prove fatal for transactions of this size, resulting in mergers being scrapped before antitrust litigation can fully debate the deal merits.
“Plaintiff States’ showing at least demonstrates that serious questions going to the merits remain, weighing in favor of preliminary injunctive relief,” the judge wrote. “Paramount and Warner Bros. will continue to operate as separate, viable companies competing in the marketplace while they wait for the Court to adjudicate this case. The balance of equities, combined with the public’s vital interest in antitrust enforcement, therefore tips sharply in favor of the requested injunctive relief.”
Paramount had previously indicated that the company wouldn’t be harmed by delays until at least the end of September, at which point things could get complicated for Paramount’s merger, and Larry Ellison’s broader media domination ambitions.
Ellison and Oracle are aggressively over-leveraged on AI, and should an AI bubble pop trigger economic reverberations during the antitrust debate, Ellison’s ability to manage the deal debt load and financing could prove less tenable. Especially given that as of September 30, Paramount has promised shareholders a “ticking fee” compensation amounting to about $7 million per day if the deal isn’t closed.
As the antitrust lawsuit loomed, Paramount executives seemed increasingly desperate to rush the deal to completion, at one point (falsely) threatening to leave California, and at another point (falsely) claiming that opponents of the deal were engaged in antisemitism.
The rich and famous who filed into the Kennedy Center’s opera house in December were there to enjoy one of the nation’s most exclusive celebrations of the performing arts: the center’s annual honors gala.
The black-tie event, hosted by President Donald Trump, prioritized tickets to people who donated more than $75,000 to the center. This year, it feted Hollywood icon Sylvester Stallone, the legendary glam rock band Kiss and the Grammy Award-winning disco pioneer Gloria Gaynor.
Among the attendees that evening were two lower-profile government officials whose regulatory decisions had been crucial to the future of the gala’s broadcast sponsor, CBS, and its parent company, Paramount.
Five months earlier, Federal Communications Commissioner Olivia Trusty cast a decisive vote approving Paramount’s historic $8 billion merger with Skydance Media. Now, the commissioner and a guest enjoyed the star-studded celebration thanks to tickets gifted to her by Paramount worth more than $12,000, according to ethics disclosure records obtained by ProPublica.
The other commissioner who approved the merger watched from a prized perch. FCC Chair Brendan Carr and his wife sat in a private skybox with Paramount CEO David Ellison and other executives from Paramount and CBS. Such seats sold for $125,000 a ticket, according to Kennedy Center guidelines.
It’s unclear if Paramount gifted Carr the premium seats because the FCC has yet to make public his financial disclosure for last year.
However, past disclosures show Carr and Trusty are among seven FCC commissioners who have accepted Kennedy gala tickets from CBS or its parent company over the last decade. Ethics experts told ProPublica this poses a blatant conflict of interest since the commission regulates the network. Carr’s previous financial statements show he has accepted tickets at least seven times since his 2017 appointment, totaling over $63,000 in gifts.
Last December’s ceremony attended by Trusty and Carr took place as Paramount was launching a hostile takeover bid for Warner Bros. Discovery, a move that would later result in a merger agreement that requires FCC approval.
Four ethics experts told ProPublica that by accepting the premium tickets Trusty and Carr compromised the FCC’s impartiality and should not take part in any upcoming decision on the merger.
“There’s no way that any top federal regulator should ever, ever accept a gift from a regulated company with interests their work will foreseeably affect,” said Walter Shaub, who led the federal Office of Government Ethics from 2013 to 2017. “The appearance of taking gifts like that is terrible. What’s at stake is nothing less than the public’s trust in government.”
Virginia Canter, who served as an ethics lawyer at the White House, Treasury Department, and Securities and Exchange Commission during the presidencies of George H.W. Bush, Bill Clinton, George W. Bush and Barack Obama, said the commissioners who accepted tickets cannot participate in this matter without damaging the integrity of the government’s decision-making process.
“This is shocking. Pretty disturbing, that’s what I would say. I just don’t understand what they were thinking,” said Canter, who now works as chief counsel for ethics and corruption at the nonpartisan government watchdog group Democracy Defenders Fund.
The FCC’s review of the merger is one of the final hurdles facing a historic $110 billion consolidation of two of the five largest film studios in Hollywood. The deal would unite Paramount Skydance with Warner Bros., bringing under the control of one company Paramount+ and HBO Max streaming services; CBS and CNN; and scores of other major broadcast channels, cable networks, and digital platforms.
The new megacorporation, which could reshape how millions will access news, movies, sports and video games, faces fierce opposition from inside and outside Hollywood. More than 5,000 actors, producers and entertainment workers — including stars such as Robert De Niro, Javier Bardem, Joaquin Phoenix and Glenn Close — signed an open letter decrying how the consolidation would eliminate jobs and compromise “the integrity, independence, and diversity of our industry.”
On Monday, California, New York and 10 other Democratic states filed a lawsuit seeking to block the merger under federal and state anti-monopoly laws.
American and international regulators are evaluating the deal for its potential national security implications and impacts to consumers worldwide. Last week, the British government signaled it planned to investigate whether the new entertainment titan that would emerge from the union would unfairly stifle competition. The FCC’s ongoing review includes examining the Middle Eastern sovereign wealth funds backing the deal, including from Saudi Arabia, Qatar and Abu Dhabi.
The FCC usually has five commissioners — all appointed by the president and confirmed by the Senate to serve five-year terms — but the agency currently has only three. Any vote by the full commission would likely be decided by Republicans Carr and Trusty over Democrat Anna Gomez. Gomez was not at the December 2025 show but has accepted tickets from Paramount in the past. Because the FCC requires a three-commissioner quorum for a vote, any recusal could leave the panel unable to decide on the merger. Carr could decide to ask staff to approve the deal rather than bring it to a commission vote, but the ethics experts said he should recuse himself from any decisions affecting the Paramount merger.
The experts warned the commissioners’ gifts might become central in legal challenges and said the Justice Department should investigate potential violations of federal rules or laws.
Neither Carr nor Trusty responded to ProPublica’s requests for comment. Gomez said in a statement that she followed agency advice when she attended the event in 2023 and 2024. Her statement did not elaborate or otherwise address why taking gifts from Paramount did not pose a conflict of interest.
An FCC spokesperson said agency ethics officers have for years cleared commissioner appearances, finding it consistent with ethics law.
“FCC Chairs and officials have attended the same event, in the same ways, consistently from the Trump Administration to the Biden Administration to the Obama Administration,” the FCC said in a statement. “There has been no change in recent years.”
Shaub called the justification outrageous.
“It’s no excuse to say that you took the gift because everyone else was doing it or that your agency has had a bad habit of indulging in gift taking for a long time,” Shaub said. “That kind of explanation doesn’t work for school children, and it sure as hell doesn’t work for government officials who are supposed to have better judgment than a fifth grader.”
Despite their oversight role, FCC members have long enjoyed a night out at the Kennedy Center courtesy of CBS or its parent company. Seven of the 10 commissioners who served since 2016 accepted tickets worth more than $260,000, according to a ProPublica analysis of ethics disclosures.
Carr’s predecessor, Jessica Rosenworcel, who was appointed FCC chair by President Joe Biden and stepped down in January 2025, attended regularly.
Rosenworcel and several other former commissioners who accepted the tickets did not respond to requests for comment. The one commissioner who didn’t accept a single gift, Nathan Simington, said he received the Kennedy Center invites from CBS and Paramount but turned them down because it “wasn’t my cup of tea.”
A review of 10 years of disclosures shows commissioners accepted paid trips from various sponsors to appear at banquets and speak at conferences. Some of those gifts came from other media companies regulated by the FCC. NBCUniversal, ABC-Disney and Fox News, for instance, paid for commissioners to attend White House Correspondents’ Association dinners, records show. The total value of the combined gifts topped $308,000. But the vast majority came from CBS and its parent company.
Melissa Zukerman, Paramount’s chief communications officer, said it was a decades-long “CBS practice to invite government officials from both parties” to the Kennedy Center show. She didn’t address why the practice continued after new ownership took over last year, the purpose of the gifts or whether the tickets posed a conflict of interest.
Carr, who joined the FCC as a staffer in 2012 and rose to become the agency’s general counsel, was appointed to serve as a commissioner by Trump during his first term. Since then, Carr has accepted tickets annually, except when the 2020 event was postponed due to the COVID-19 pandemic, according to his public disclosures.
Carr did not respond to an email request from ProPublica for his latest ethics report, which would indicate whether Paramount also paid for him to attend last December’s gala. The FCC referred us to the Office of Government Ethics, which told us that the FCC had not yet provided the disclosure. The FCC did not respond to our subsequent requests for the record.
A 2009 Office of Government Ethics memo gave federal employees the right to attend Kennedy Center events but explicitly said officials cannot accept free attendance “offered by persons other than the Kennedy Center and its trustees, officers and employees.” In 2016, the ethics office tightened its gift requirements, warning officials to avoid any appearance “of loss of impartiality.”
There is an exemption to the gift rules that allows free entry to gatherings that are widely attended and paid for by third parties, but only if certain conditions are met.
The event must “further agency programs or operations,” and the agency’s interest in an official attending must outweigh “concern that the employee may be, or may appear to be, improperly influenced in the performance of official duties,” according to the federal rules.
As an example, the Office of Government Ethics said an industry-wide seminar attended by more than 100 people could be allowed if the employee’s participation would be in the agency’s interest. But those attending should “represent a range of persons interested in a given matter” and the event must provide a “structured opportunity” to exchange ideas and views among invitees.
The office clarified in a 2007 memo that performing arts presentations would not count even if they, like the honors gala, have a reception before or afterward at which officials can mingle with other attendees.
Canter, the former White House ethics lawyer, said it would be a “stretch” for the FCC to argue the exemptions apply to the Kennedy Center’s annual show, where famous musicians perform and celebrities laud those who are being honored. “It’s not what we would consider a widely attended gathering,” she said.
Kedric Payne, general counsel and senior director of ethics at the Campaign Legal Center, a nonpartisan watchdog group, noted that federal rules also require agencies to weigh the market value of the attendance, its relevance to the agency, any sensitive pending matters involving the donor and whether accepting free tickets creates an appearance of preferential treatment.
“The ethics rules are designed to prevent this exact situation,” he said, adding that it is an “obvious conflict of interest” for an official to “accept expensive gifts from anyone with decisions pending before the agency. This matters because it makes the public question whether official decisions are free from the improper influence of wealthy special interests.”
An FCC official familiar with the legal guidance given to the commissioners said they were told the event met the criteria for the “widely attended gathering” exception. (The source was not authorized to talk publicly about agency legal discussions.)
Shaub, the former Office of Government Ethics head, disagreed, saying it would be “hard to understand what compelling interest the FCC could think it had in letting its commissioners” attend the gala.
“What possible reason could have outweighed the obvious ethics concerns?” he asked.
Federal rules require written authorization for an official to accept free entry to a widely attended gathering. The FCC did not respond to our requests to provide the authorizations for the Paramount tickets or say who authorized them. Two senior ethics officials at the agency, Kathleen Fulp and Lauren Northrop, did not respond to requests for comment.
While December’s event came at a particularly sensitive time for Paramount and the FCC, it wasn’t the first.
More than a year earlier, in September 2024, Paramount had filed paperwork seeking the commission’s approval for its merger with Skydance Media. A month later, the FCC launched an investigation of CBS after a conservative group complained about a “60 Minutes” interview with Democratic presidential candidate Kamala Harris. Trump later filed a lawsuit alleging the network deceptively edited the interview — an accusation CBS denied.
Then in November, less than two weeks after his election victory, Trump declared he would appoint Carr as FCC chair. Almost immediately, Carr accused CBS of biased election coverage and said it would be an obstacle to approving the Paramount-Skydance merger.
That December, Carr and three other commissioners — Rosenworcel, Gomez and Geoffrey Starks — accepted Kennedy Center gala tickets from Paramount worth a combined $48,156.
On Jan. 16, 2025, just days before Rosenworcel stepped down from the commission, she announced the agency was dismissing the election complaint against CBS. She and Gomez called the outcome a victory for the First Amendment.
To resolve Trump’s lawsuit, CBS agreed to pay the president $16 million, a decision criticized by legal experts who decried Trump’s claims as baseless.
Two days after Trump posted on social media that he had received the settlement money, the FCC took up the Paramount-Skydance merger. To meet Carr’s demands, Paramount agreed to appoint an independent ombudsperson who would evaluate claims of bias. The company also pledged to eliminate its diversity, equity and inclusion initiatives.
By then, Starks and Simington had unexpectedly stepped down from the commission. Trusty, a Trump appointee, had been confirmed by the Senate the previous month.
Trusty and Carr voted in favor of the merger. Gomez voted against, blasting the approval for requiring “never-before-seen forms of government control over newsroom decisions and editorial judgment.”
Experts said that while Trusty had no conflict yet, Carr and Gomez did. The fact that Gomez voted against Paramount did not mean she didn’t face a conflict under the rules, Shaub said.
Federal rules only require those who accept improper gifts to make a prompt reimbursement, but Shaub and the other experts said Carr and Gomez should have abstained from the vote.
“If you repay the face value of the ticket, the gift rules don’t require you to recuse — though common sense and any kind of conscience might lead you to recuse voluntarily for the good of the country,” Shaub said. “But if you refuse to repay the donor, I don’t see how anything short of recusal could remotely remediate the problem.”
With the Paramount-Skydance merger greenlit by the FCC, Ellison, the new company’s CEO, then set his sights on acquiring Warner Bros. Discovery.
Warner at first rebuffed Paramount’s overtures and on Dec. 5 — two days before the Kennedy Center gala — accepted a bid from Netflix to buy its studio and streaming assets. Ellison responded by making numerous calls to administration officials and had a long talk with Trump, according to The Wall Street Journal.
On the night of the gala, Trump told reporters the Netflix deal “could be a problem” and that he planned to get directly involved with the regulatory approval. Inside the Kennedy Center, Carr and his wife sat with Ellison in an exclusive skybox, Bloomberg reported. (Gomez said in her statement to ProPublica that she declined Paramount’s “invitation because of serious concerns about press independence connected to conditions Paramount agreed to as part of its merger transaction before the FCC.”)
If one or more commissioners choose to abstain from a merger vote because of ethical concerns, what would happen next is unclear. Under federal conflict of interest rules, an agency designee could theoretically permit commissioners to vote after considering several factors, including “the difficulty of reassigning the matter,” the nature of the relationship between the commissioners and Paramount, and the “effect that resolution of the matter would have upon the financial interests” of the firm.
Carr could bypass a full commission vote entirely, as he did with the recent acquisition of Tegna by Nexstar Media Group. In that case, Carr delegated authority to FCC staff to approve the takeover.
But any decision on the Paramount deal — whether by the full commission or by staff at the direction of the chair — is likely to be challenged.
Richard Painter, a former White House ethics attorney in the administration of George W. Bush, said while courts often defer to the government’s judgment, they also can become skeptical if a regulatory agency is shown to have violated ethics rules.
“A judge may very well say that the merger decision of the FCC isn’t worth jack because the process was corrupted,” he said.
Not long after twelve states sued Paramount claiming its $111 billion merger with Warner Brothers would harm market competition, the Writers Guild of America (WGA) filed their own lawsuit, warning that the massive debt load from the media industry’s latest megamerger will result in an ocean of layoffs for an already reeling U.S. entertainment industry.
The lawsuit notes that the current film industry is dominated by just five players: Disney (ABC), NBCUniversal (Comcast), Sony, Paramount (CBS), and Warner Brothers. Comcast recently restructured to make it easier to sell off its NBC and Universal properties, opening the door to a lot of very quick consolidation in addition to the speedy Skydance/Paramount/Warners merger.
“With fewer competitors, the merged Paramount-Warner Bros. entity would have both the incentive and the ability to lower costs by suppressing writers’ wages and reducing output. Writers will be paid less and have fewer employment opportunities,” the WGA complaint said.
Supreme Court precedent (for whatever that’s worth anymore) has long indicated that any merger yielding a post-merger market share exceeding 30% (which this deal does) is presumptively anticompetitive. The WGA notes that muted competition will result not just in fewer jobs, but lower wages and fewer opportunities for creatives overall across both film and television.
“With fewer competitors, the merged Paramount-Warner Bros. entity would have both the incentive and the ability to lower costs by suppressing writers’ wages and reducing output. Writers will be paid less and have fewer employment opportunities,” the lawsuit states.
While Paramount would like to pretend this is a debate, and most U.S. press outlets bury the lede, U.S. history is vividly clear on the harms created by media consolidation. That was most recently personified by AT&T’s disastrous acquisitions of DirecTV and Time Warner, which resulted in upward of 50,000 layoffs, higher prices, worse service, and no shortage of shuttered creative projects.
The rushed acquisitions of both CBS/Paramount and Warner Brothers — all so Larry Ellison’s son can play media mogul — have created a particularly heavy debt load of $79 billion. Such debt is always paid for by consumers and labor, often in more ways than one.
Paramount has promised to release 30 theatrical releases per year and to keep them in exclusively for theaters for 45 days, but as I’ve long made clear, pre-merger promises are utterly worthless. Especially in a country dead set on steadily lobotomizing its public interest regulators. As we’ve seen with consolidation in sectors like wireless, America’s favorite pastime is pretending to ignore the harms of pointless mergers.
This is a pretty clear example of the kind of consolidation that should be blocked for the benefit of labor, markets, and consumers, but despite a lot of rambling pretense about a love of free market competition and entrepreneurial spirit, America consistently fails to walk the talk on antitrust, the impact of which is abundant and getting exponentially worse under pay-to-play Trumpism.
Paramount is now threatening California regulators that they’ll be taking their ball and going home (to Texas? Israel?) after California and 11 other states filed an antitrust lawsuit against the company’s unpopular $111 billion merger with Warner Brothers.
“Ellison’s confidantes have pushed him to consider moving its corporate headquarters and reallocating much of its $30 billion in planned spending outside the state if California Attorney General Rob Bonta were to sue to stop the merger, according to people familiar with the discussions.”
Much like those NYC billionaires who threatened to leave the city if Mamdani won, then didn’t. Or those Silicon Valley billionaires who threatened to leave California over (insert minor inconvenience or regulatory accountability effort) and head to Texas, then didn’t.
Paramount officials have been telling California that the merger will create vast untold new creative Utopias should it be approved, but few reasonable people believe them. In part because these mergers (especially involving Warner Brothers) never go well for anybody other than they highest echelons of the extraction class. And in part because of the lack of competence everyone is seeing from the likes of Bari Weiss at CBS.
As I’ve discussed at length, the $111 billion merger is going to be an ugly parade of debt, layoffs, higher consumer prices, foreign influence peddling, right wing agitprop, Trump appeasement, product quality declines, negative market health impacts, and overall chaos.
That’s assuming it gets approved. And while the Trump DOJ has unsurprisingly rubber-stamped the media domination dreams of close Trump ally Larry Ellison, a dozen states filed lawsuit last Monday, stating that further media consolidation at this scale would harm competition and violate Section 7 of the Clayton Act.
Oregon’s AG office recently stated Paramount refused to comply with requests for documents related to the merger. Paramount seems particularly cagey about requests for documents about how the company has specifically interacted with the Trump administration to grease the rails for quick and easy merger approval despite ample, obvious problems.
Much like when Paramount claimed opposition to their merger was “antisemitic,” you can sense a certain desperation among execs worried about these potential state antitrust challenges.
Even if the state opposition fails to block the deal outright, the lawsuits could introduce new delays that could be problematic for the debt-riddled transaction and Ellison, who is extremely far out over his skis on AI ahead of a potential bubble burst. Approval or not, history suggests it’s very likely that this all ends with a lot of sad whimpering — one way or another.
A dozen states have filed an antitrust lawsuit to block Paramount/CBS’ $111 billion merger with Warner Brothers. The states argue the deal will undermine market competition, cause untold layoffs, result in higher prices and lower quality for consumers, and significantly harm a Hollywood entertainment industry that still hasn’t fully recovered from Covid, the streaming revolution, or previous shitty mergers.
The state lawsuit, led by California AG Rob Bonta and filed in the U.S. District for the Northern District of California, alleges that the merger violates Section 7 of the Clayton Act, which holds that mergers that lessen competition or endeavor to ultimately create monopoly are illegal.
Larry Ellison’s efforts to gift his nepobaby son with two Hollywood studios in a year might be fun for David and other aspiring if unqualified moguls, but it’s likely to result in more problems than ever given the deal’s significant debt load and the steady hints of incompetence among Ellisons’ chosen leadership.
“Consolidation here not only leads to higher prices — it also leads to fewer opportunities for important stories to come to life, and fewer ways for audiences to encounter stories, ideas, and perspectives beyond their own experiences. In this country, no one is above the law. With this lawsuit, California and our sister states are fighting for free and fair markets, not rigged markets. America has no kings in government or our economy.”
California’s AG notes the deal combines two of the nation’s five major film distributors, leaving four major film distributors controlling over 85 percent of all wide-release theatrical films in the United States. The deal also combines two of the five major owners of basic cable channels (three of which are technically Disney), leaving just two companies in control of 59 percent of all basic cable in the United States.
Other states that signed off on the lawsuit include Arizona, Colorado, Connecticut, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, Oregon, and Washington. You’ll notice a broad lack of Republican AGs, despite a lot of pretense last election season that the GOP really cared a lot about antitrust now. Apparently a top Trump donor clumsily trying to dominate American media (with Saudi, Qatari and Chinese help) doesn’t qualify.
We’ve discussed at great length how these sorts of major media deals almost uniformly result in mass layoffs and price hikes in order to pay off the massive new debt load. Every deal involving Warner Brothers in particular, which now goes back a quarter century to AOL, have always resulted in mass layoffs, higher prices, lower-quality, corner cutting, and a lot of shuttered creative projects.
Such deals generally only benefit the extraction class, who, every time they’re out of fresh ideas, look to mindless consolidation to shuffle the deck, obtain tax breaks, and nab a brief stock boost. Execs then inevitably cannibalize brand quality, cash out (see: AT&T), then float off to the next effort with “savvy dealmaker” emblazoned across their resumes, outsized executive compensation in hand.
The state lawsuit doesn’t really touch on the foreign influence peddling concerns created by the deal’s Saudi and Chinese funding. That would normally be a job for the FCC, were we to have one that functioned in the public interest. The state also lacks any authority to challenge Larry Ellison’s efforts to dominate what’s left of U.S. corporate media, supplanting already shaky journalism with lazy right wing agitprop.
Paramount issued a statement insisting that antitrust law somehow doesn’t apply to it, while arguing any delay in the deal would harm consumers:
“The lawsuit filed by the state attorneys general, in the most generous light, reflects a fundamentally flawed application of the antitrust laws and is wrong on both the facts and the law. Delaying this transaction will only harm entertainment workers who have already suffered over recent years as technology has disrupted their livelihood and cost California tens of thousands of entertainment jobs.”
As hints of a looming state lawsuit loomed, Paramount executives seemed to get more and more desperate, jumping between falsely claiming opposition to the deal was “antisemitic,” to empty threats leaked to news outlets this week that the company could leave California if state regulators interfered.
A delay caused by the new state lawsuit isn’t likely to hurt consumers or workers. It is, however, potentially harmful for a very debt-heavy acquisition backed by Ellison, who is extremely over-leveraged on the AI hype bubble. Should the AI bubble pop during regulatory review, Ellison could be looking at a far less forgiving financial reality that makes his aggressive media ambitions less tenable.
As we’ve long explored, Weiss wasn’t hired to do journalism. She was hired to do right wing agitprop. But given she’s not good at that either, CBS just saw its lowest ratings in a quarter century.
Undaunted, Weiss is continuing her efforts to “reshape” CBS into something Larry Ellison and other U.S. oligarchs approve of. As a result she’s apparently accelerated efforts to hire a bunch of right wing Brits, most of them with associations to Rupert Murdoch’s sprawling right wing tabloid empire. Said Brits will, curiously enough, tell you that hiring a bunch of white right wing Brits is a wonderful idea:
“According to several figures familiar with her thinking, however, the hires are no coincidence. “She’s been looking at various Brits that might add a bit of opinion/attitude diversity to US media, instead of the dominant, predictable Columbia Journalism School uniformity. Not a bad idea,” said Andrew Neil, the former editor of Rupert Murdoch’s Sunday Times, who supported her hiring of Phillips.”
Hiring a bunch of white male right wing protectors of the extraction class (and global autocrats) as the pinnacle of “opinion diversity” is a theme you’ll see constantly throughout Weiss’ demolition and repurposing of CBS. Because said British tabloiders sometimes break gossip on politicians and celebrities (often illegally) they’re framed as tough journalists:
“A CBS News source, describing Weiss’s interest in British journalists, said: “They do the kind of things that Bari is looking for; it’s not puff pieces and kid gloves.”
Rupert Murdoch’s longstanding skill wasn’t just to make right wing propaganda, but right wing propaganda that entertained and drew ratings and subscriptions. A soup of agitprop infotainment. To date there’s absolutely zero indication that Weiss and Ellison have any knack for that whatsoever, so they’re attempting to hire Rupert Murdoch adjacent folks who do.
Even then, it’s no longer the same world Rupert Murdoch thrived in. Broadcast TV is dying, social media is ever evolving, and (as we’ve seen at outlets like the Jeff Bezos Washington Post), people aren’t really in the mood for right wing billionaire simping agitprop. With any luck, the “new” CBS will collapse under the load of Warner Bros debt long before Weiss and company figure out the right formula.
