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.
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.
When right wing billionaire Larry Ellison hired trolling blogger Bari Weiss to run CBS News, Weiss arrived with the promise of “balanced, fact-based news,” “independent, principled journalism,” and a unique “entrepreneurial drive and editorial vision” that would completely modernize the network and reach the “everyday Americans” she claimed were being “ignored by mainstream media.”
In reality, she was hired by the billionaire to take what she did at her weird little troll blog (troll people for clicks, coddle the extraction class, punch left) and weave it into CBS News in a way that would get ratings and go viral on social media. She wasn’t hired to do journalism, she was hired to do attention-grabbing class and race agitprop to entertain and befuddle the electorate for a billionaire.
“Damage was particularly bad at CBS Mornings, hosted by Gayle King, which has long held the third-place ratings spot among network morning shows. But that recently changed: CBS Mornings averaged 1.8 million total viewers earlier this month, then dropped to 1.59 million on June 3, the day after executives fired Scott Pelley, the de facto face of CBS News.
That amounted to an 11 percent slip in audience following what was already the “worst-rated May on record” in CBS Mornings history, according to the ratings data.”
It’s not that you can’t make right wing and oligarch friendly propaganda entertaining. There’s no shortage of those sorts of options across AM radio, broadcast TV, Fox news on cable, and the internet. Bari Weiss just isn’t good at anything. Not running a major newsroom. Not converting a longstanding network into an oligarch apologist-machine, not managing human beings, and not even entertaining people.
She’s a fairly prototypical media industry brunchlord, the type that just keeps failing upward in a way that’s in no way reflective of her competency or what she’s actually accomplished.
Reports from within CBS News have been uniformly negative, and there continues to be rumblings that Weiss will be replaced or at least see her responsibilities scaled down. There’s potential here for Larry Ellison to fuse CBS News, his looming acquisition of CNN, and his co-ownership of TikTok into a very effective propaganda machine. Fortunately for democracy, Larry doesn’t seem all that competent either.
As we’ve noted the $111 billion megadeal is a historically harmful mess. Backed by billions in Saudi and Chinese cash (raising all sorts of foreign media influence concerns), the giant deal will saddle the company with so much debt that mass layoffs, consumer price hikes, and quality erosion from corner cutting are guaranteed. This happens with every major media merger, but especially when Warner Bros is involved.
Regardless, you’ll be comforted to know that the Trump Justice Department looked at the deal closely and found that not only does it not hurt competition, it’s going to improve competition:
“The evidence reviewed and carefully analyzed by the Division indicates that, post-merger, competition in SVOD is not likely to be harmed. To the contrary, the combined firm is likely to increase competition by offering consumers a more robust competitive alternative to the larger SVOD offerings.”
That is, again, not how any of this works.
The massive debt created by these deals always results in mass layoffs, higher consumer prices, and lower quality product due to corner cutting. It’s not debatable. Arguing against this is like trying to have a fist fight with a running river. You just have to look back at, well, every single major media consolidation effort in the last fifty years. Which the DOJ didn’t because, well, they didn’t care.
You’ll still have major competitors to Paramount like Netflix, Comcast/NBC, Apple, and Disney, but in a country obsessed with consolidation that no longer has functional regulators, there’s really nothing stopping any limit of predatory behaviors — and additional consolidation — moving forward. There’s ongoing pretense that our consumer and labor protections still function. They don’t.
The “funny” part is the Trump DOJ even acknowledges that the history of Warner Brothers has been pockmarked by all manner of terrible competition-eroding consolidation. They just pinky swear that this time will somehow be different. Based on… nothing:
“Warner Bros. has been a repeated acquisition target in the media and entertainment industry. It is thus familiar to the Division from prior investigations and enforcement actions, including AOL/TimeWarner (2001), AT&T/TimeWarner (2018), and WarnerBros./Discovery (2022). The legacy of these transactions illustrates the challenges that arise when the commercial rationale for a deal lacks clear alignment with competitive incentives of the acquiring firm or the competitive evolution of the marketplace. In technology-driven industries, the disruptors of the recent past may quickly become the entrenched monopolists of the present day. It is with this historical experience and present enforcement sensitivity to the contestability of dynamic markets that the Division conducted a thorough investigation of the proposed transaction to assess whether the proposed transaction presented any harm to competition. The extensive investigatory record reviewed by the Division suggests that the impact of the transaction will be to increase competition across the media and entertainment ecosystem, with benefits for American consumers and workers.”
Fun fact: Paramount’s top lawyer is Makan Delrahim, Trump’s “DOJ enforcer” from the first administration. Delrahim personally worked to make sure Sprint could merge with T-Mobile during the first term. They promised that deal would result in untold synergies and new competition. Instead, 8,000+ people lost their jobs and U.S. wireless carriers immediately stopped competing on price. It’s been memory holed.
As far as the inevitable layoffs that always result from these deals (recall that AT&T’s merger with Warner Brothers and DirecTV resulted in 50,000 lost jobs), the DOJ simply declares that won’t be happening this time. Why? Because Larry and David Ellison said they’ll keep pumping out brick-and-mortar movies at the same or greater pace (they won’t):
“While taking seriously the potential impact of the proposed transaction on the creative community and domestic labor groups, the substantial evidence does not suggest a likelihood of reduction in output. That is because the demand for creative workers and labor is correlated with the Parties’ incentives to maintain or expand output. Thus, the expressed labor concerns do not raise actionable antitrust concerns.”
In three years, after the resulting company has fired 10,000+ employees, consumers have been price gouged to reduce debt, and the resulting flailing mess is acquired for half (or less) of the price, all the folks involved with this will have moved on to hyping other terrible ventures. Nobody will own any of this or engage in a single moment of meaningful reflection. That’s how this always works.
Granted DOJ approval of a terrible merger isn’t the final word. State AGs have hinted repeatedly at a looming collaborative antitrust lawsuit that, at a minimum, is likely to drag any integration out considerably. If that lines up with a potential AI bubble pop and economic reverberations, that massive debt load from gobbling up CBS/Paramount and Warner Bros will be an even larger albatross.
More than 4,000 Hollywood insiders recently signed a letter blasting Paramount’s planned $111 billion merger with Warner Brothers, noting that the massive consolidation will be very historically harmful to labor, consumers, and creatives. That’s a very correct observation, especially as it relates to Warner Brothers, which has never been involved in a merger that didn’t result in mass layoffs, higher prices for everyone, and a significantly shittier overall product.
Now a coalition of press groups, including Freedom of the Press Foundation (FPF) and Reporters Without Borders, are pressing Paramount regarding “potentially corrupt acquisitions and deals” they argue could undermine shareholder value by degrading the (already sagging) quality of journalism at CBS News and CNN, while “relinquishing editorial control of major news outlets to the Trump administration.”
The journalism groups make the point that the Ellison family effort to turn CBS into a Trump and Netanyahu-friendly agitprop machine has been disastrous for the company’s share price. And because both organizations are technically shareholders, they’re demanding deeper access to the Paramount books to see what other dodgy bullshit may not have been revealed yet:
“Since Paramount Skydance announced its most consequential Trump-friendly changes at CBS News in October — acquiring The Free Press and appointing Bari Weiss as editor-in-chief — the company’s market capitalization has decreased by 40%, wiping out more than $8 billion in shareholder value. Ratings for key programs, like “CBS Evening News with Tony Dokoupil,” have also dropped precipitously. Freedom of the Press Foundation and Reporters Without Borders, which are both shareholders in Paramount Skydance Corp., are entitled to inspect the company’s books and records related to these developments under Section 220 of the Delaware General Corporation Law.”
They’ve given Paramount five days to respond to their request for more documents and data related to any promises Paramount may have made the Trump administration. I’m not convinced the gambit will go anywhere, but it’s nice to see these kinds of groups (historically absent from many of these fights) suddenly paying closer attention to media consolidation.
Larry Ellison’s interests here are two-fold. He wanted to gift his nepobaby son David with two major Hollywood studios so David can pretend he’s a very big boy doing very serious things. But he’s also keen on dismantling what’s left of journalism at places like CBS News and CNN (already reeling from years of corporate cowardice) turning them into right-wing friendly agitprop mills that are even more friendly to his favorite autocrats (Trump and Netanyahu).
You’ll recall Bari Weiss sold herself to Paramount as an expert who could modernize CBS News through virality and mass audience appeal (despite having no actual experience in journalism). But Weiss, who got her start at the helm of a strange contrarian troll blog, has the instincts and ideas of a 90 year old man, and clearly isn’t capable of generating watchable propaganda in any ratings-grabbing way that actually appeals to anyone (even MAGA folks, who already have no limit of agitprop options).
The Trump administration will certainly rubber stamp the deal. Paramount will likely keep this effort locked up in the courts indefinitely. And the Democrats’ demand for the FCC to investigate the dodgy Chinese and Saudi financing propping up the deal isn’t likely to go anywhere. That leaves a collaborative looming lawsuit by state AGs as the most likely path toward ensuring this deal never gets off the ground.
But even if the deal gets approved, this giant company’s long-term survival is far from guaranteed. Especially given the shaky state of Hollywood, the steady enshittification of streaming, and the fact that there’s very little evidence that the any of the Paramount folks are competent.
There’s a very high likelihood that the combination of Paramount’s massive debt load from both the CBS and Warner deals– and fleeing audience (either bored by bad product or disgusted by the companies’ Trump allegiances) — combines with Larry Ellison’s over-extension on AI to result in some very precarious financial footing.
These major media deals always go terribly for consumers and labor, but execs often benefit from tax breaks, temporary stock boosts, and compensation in no way dictated by competency (see: CEO David Zaslav). But this series of deals is so massive and problematic, it could generate some very significant pain for the extraction class, and make all past merger disasters seem adorable by comparison.
Back when Netflix was proposing a takeover of Warner Brothers, you might recall that director James Cameron had no shortage of critical things to say.
Cameron went so far as to write a heavily publicized letter to Senator Mike Lee, lamenting the Netflix Warner Brothers merger (and only the Netflix merger) as “disastrous to the motion picture business.” In the letter, Cameron calls himself a “humble movie farmer,” and repeatedly insisted Netflix would shorten the 45-day theater-to-streaming window (Netflix repeatedly stated the opposite).
Here’s the weird thing: Cameron had absolutely no criticism to offer of the alternative (and now reality) $108 billion Ellison family merger of Paramount and Warner Brothers, despite the deal being exponentially worse across every possible metric.
“I know David quite well. And I know that he really cares about movies. And he’s a natural born storyteller and thinks like almost an old school entrepreneurial producer that was a storyteller that loves storytelling and loved putting on spectacular shows,” Cameron said. “He’s the right man for the job to run a major studio, and now it looks like he’s going to have two of them, you know, swept under his leadership, which doesn’t bother me at all.”
So basically Cameron likes the deal, and is willing to overlook the massive layoffs looming just over the horizon due to unprecedented consolidation, because he personally likes the Ellison family. And the Ellison family promised him that they won’t touch the 45 day delay between theatrical runs and home release.
The problem (for James and everyone else) is that pre-merger promises are utterly meaningless. Every single time Warner Brothers has merged (now four times over 20 years) it’s been an abject disaster, preceded by all sorts of empty promises about amazing new synergies. The AT&T merger alone resulted in 50,000 layoffs, and there are indications that AT&T executives could be viewed as immeasurably competent compared to what we’re seeing out of Ellison-owned Paramount and CBS News.
It’s “funny” because in Cameron’s letter to Lee, he offers this observation about Netflix:
“What administrative body will hold them to task if they slowly sunset their so-called commitment to theatrical releases?”
But the exact same applies to the Ellison family promises. It’s potentially worse given the Ellisons’ close ties to the administration, which will not only mean rubber-stamped federal merger approval, but less accountability later down the line (in a country where Trump has already guaranteed that corporate regulators lack the ability to do this or any other job).
It seems likely that the Ellisons promised other things to Cameron. Time will tell.
But Paramount’s debt from the CBS, MMA, and now Warner Brothers deals is so historically massive, it’s simply inevitable that this results in all manner of layoffs and corner cutting to service it. Denying that this is coming is like trying to debate physics, or have a fist fight with a river. This sort of consolidation is uniformly harmful to labor, consumers, and creatives. We literally just went through all of this.
David Ellison is telling anybody who’ll listen that this merger will be different and will magically result in a bigger, bolder Hollywood, but there’s simply no historical evidence to believe a single word he’s saying. Every Warner Brothers merger to date has been pointless and awful, but this one has the potential to be historically so.
CBS has announced that the now-Larry Ellison owned network will be hosting a lavish dinner this week praising Donald Trump and his (nonexistent) dedication to the First Amendment. The dinner will be hosted at the United States Institute of Peace in Washington, which the State Department claimed in December 2025 was being renamed “The Donald J. Trump Institute of Peace.”
CBS management doesn’t care about any of that, of course, because it’s owned by billionaire right wing Trump ally, Larry Ellison. And Larry and David Ellison are desperate to have the government sign off on their job-destroying merger between Paramount and Warner Brothers. The Warner Brothers board is voting to approve the deal on the same day as the dinner.
Despite some pretense that the Trump DOJ is doing its due diligence to review the deal, there’s little real doubt that the feds will rubber stamp the transaction. The real question mark rests with a likely antitrust lawsuit from a coalition of state attorneys general to block the transaction.
“David Ellison…made a unexpected appearance at CinemaCon, the annual gathering of theater owners. He took the stage to reassure exhibitors they have nothing to fear, whether it be the new regime at Paramount, or his pending acquisition of Warner Bros.”
They of course have everything to fear. The massive $108 billion in debt from the Warner Brothers deal will inevitably result in mass layoffs, price hikes, and sagging product quality due to the need to cut corners to service the debt. This is before we even talk about the layoffs already happening at CBS.
It’s simply not up for debate: this happens absolutely every single time folks like the Ellisons delude themselves into thinking mass consolidation does anything useful outside of generate tax breaks, drive short-lived stock boosts, and let guys like David Ellison pretend they’re “savvy dealmakers.”
Pre-merger promises about release windows (or anything else) are absolutely meaningless. But with just a handful of people at the top financially disincentivized from learning anything from history (including the three previous disastrous Warner Brothers mergers), the dysfunction just repeats itself indefinitely. We’ve seen merger dysfunction and chaos before, but this one has the potential to outdo them all.
More than 1,000 top Hollywood professionals ranging from Glenn Close to Denis Villeneuve have signed off on a new letter opposing the merger between Larry Ellison’s Paramount/CBS and Warner Brothers, warning that the massive $111 billion deal will result in unprecedented layoffs at a time when Hollywood, and American consumers, are already reeling from layoffs and higher costs.
“This transaction would further consolidate an already concentrated media landscape, reducing competition at a moment when our industries—and the audiences we serve—can least afford it,” the authors wrote. “The result will be fewer opportunities for creators, fewer jobs across the production ecosystem, higher costs, and less choice for audiences in the United States and around the world. Alarmingly, this merger would reduce the number of major U.S. film studios to just four.”
As we’ve noted previously, the massive combined debt created between the Skydance/CBS merger and the upcoming Warner Brothers merger would cause unprecedented layoffs across Hollywood, despite David Ellison’s repeated false claims to the contrary.
Ellison’s over-extension on AI, and the unprecedented debt load from his media ambitions, could easily combine to result in financial headaches that would make past Warner Brothers mergers, including the disastrous AT&T ownership period, seem quaint.
With Trump corruption ensuring no meaningful federal review of the deal (despite ongoing pretense by his DOJ), the most likely avenue for a blockade of the deal would come courtesy of a lawsuit by a coalition of states attorneys general, likely led by California Attorney General Rob Bonta.
“We are grateful for their leadership, and stand ready to support all efforts to preserve competition, protect jobs, and ensure a vibrant future for our industry, for American culture, and for our single most significant export,” the authors note.
