Mere hours before a court hearing on the much criticized settlement between Paramount and a coalition of blue state attorneys general on the $111 billion merger with Warner Bros Discovery, ParaBros foes have gained a victory that could see an expensive delay on the deal closing.
“The Court GRANTS the administrative motions to file amicus briefs,” U.S. District Judge Araceli Martinez-Olguin just ruled on Block the Merger‘s Administrative motion filed earlier today. “All amicus briefs must be filed on the docket by no later than 12:01 a.m. PST on September 25, 2026. This deadline will not be extended, and tardy submissions will not be considered.”
With an 11 a.m. PT virtual hearing before Martinez-Olguin widely viewed as a rubberstamping of the September 21 antitrust settlement and hence the mega-merger itself, the granting of Block the Merger’s move makes it almost certain the deal won’t be formally approved today.
“We are pleased that the court is allowing the public to weigh in on this important issue because the AGs have failed to adequately represent the public interest in this case,” Free Press Co-CEO and BTM co-counsel Jessica J. González told Deadline after the motion was granted. “The consent decree is weak and unenforceable. We look forward to explaining that in further detail in our brief due at midnight tonight.”
The League of United Latin American Citizens has also been granted its request to to file an amicus brief in the ParaBros settlement.
As it stands, the settlement hearing is still on the court calendar with Judge Martinez-Olguin likely to have questions of California AG Rob Bonta‘s team along with Beth Wilkinson and Ellison’s other lawyers.
That’s a prospect — as my colleague Ted Johnson noted earlier today — that already had Paramount seeing red this morning with fears of being forced “to incur tens (if not hundreds) of millions of dollars of payments while adding nothing to the record.”
“Any briefing and comment process that would enable non-parties to delay the closing of this transaction—inflicting massive harm on Paramount—without filing their own antitrust action, making the showing required under the Clayton Act to obtain preliminary injunctive relief, or posting a bond to protect Defendants from the harm caused by such delay would be improper,” said an opposition filing by the David Ellson-run company and WBD this morning. The opposition came before the Judge made her ruling granting the amicus briefs. “Such an unprecedented process would unravel the carefully calibrated protections of the Clayton Act and place non-parties in a superior position to parties seeking to halt a merger.”
RELATED: Paramount To Keep Headquarters In Los Angeles Post-Merger: “We Aren’t Going Anywhere”
To that, after Ellison proclaimed earlier this week he envisioned the merger coming together in the next two weeks, Paramount again finds itself looking at a $7 million-a-day ticking fee to WBD shareholders beginning on October 1.
The threat of those fees, which add up to more than $630 million a quarter, was central to Paramount’s much-leaked threat to exit California for a red state like Tennessee if the ParaBros merger was nixed or had to wait for the outcome of a trial set to start March 2. In fact, outside of the talks this past Yom Kippur weekend between CA AG Bonta and Team Paramount to work out a settlement, the parties originally were set to meet today in court for a hearing on Ellison’s bid for a $1.88 billion bond to offset the “extraordinary losses” the legal battle could cost the company and the son of Oracle founder and Donald Trump buddy Larry Ellison.
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California Attorney General Rob Bonta, left, and Paramount CEO David Ellison
Getty Images
Worries about job losses and economic downturns in already-ailing Hollywood saw Gov. Gavin Newsom, re-election-seeking L.A. Mayor Karen Bass, gubernatorial front-runner Xavier Becerra, IATSE and others publicly urging Bonta to resolve the standoff ASAP in the boardroom, not the courtroom (to paraphrase Bonta). Privately, even with layoffs looming once the companies are merged, the ambitious Democrats were wobbly kneed in this corporate game of chicken that MAGA-friendly Ellison would leave them holding the bag jut before the midterms.
RELATED: List Of Hollywood & Media Layoffs From Paramount To Warner Bros Discovery To CNN & More
On the other side, BTM was backed up by a legion of congressional Democrats over the weekend as settlement talks went up and down. That support was seen again today with Sen. Cory Booker (D-NJ) sending a letter to Judge Martinez-Olguin urging “the Court to subject the proposed consent decree to an independent public-interest review before entering it.” The past presidential candidate added: “The Court should measure the proposed remedies against the relief the States originally sought: an injunction blocking the merger altogether. The decree does not address the core of the case—that the merger is anticompetitive and will eliminate jobs.”
RELATED: Cory Booker Slams Paramount-WBD Merger Settlement But Blames Company And DOJ, Not State AGs
As press-savvy Booker jumped back into the ParaBros into the spotlight, Rob Bonta was on another media tour this week defending the settlement that several of his fellow AGs in the initial July 13 field antitrust suit had reservations about. To that, the AG’s office were silent Thursday on the granting of Block the Merger’s eleventh-hour motion. Paramount had nothing to say either after the motion was granted but made its POV clear in its own filing this morning.
“The proposed consent decree here is both procedurally and substantively fair,” Paramount’s opposition filing declared of the settlement that sets an oversight board of CNN and CBS News, and not much more.
RELATED: Paramount-WBD Settlement Sets Up Editorial Independence Board For CNN And CBS News
“Twelve state attorneys general and Defendants reached an arm’s length agreement after extensive and difficult negotiations, resolving the litigation risk that each side faced,” Paramount’s lawyers insist “All parties involved were represented by sophisticated and competent counsel. As described in the parties’ joint motion, the proposed consent decree ‘includes significant relief in each of the three relevant markets alleged in the Complaint.’ The fact that non-parties would have preferred different terms or a different resolution does not change this analysis, particularly because the proposed consent decree only binds the parties that consented to it.”
See ya in the midnight hour.
RELATED: Kara Swisher Says She’s Leaving CNN Now That Settlement Clears Way For Paramount-WBD Merger
