Paramount Skydance Chairman David Ellison and California Atty. Gen. Rob Bonta are clashing again — this time over when the antitrust trial to determine whether Paramount can complete its nearly $111-billion takeover of Warner Bros. Discovery should begin.
In court documents Friday, Bonta and his coalition of 11 other Democrat attorneys general proposed a two- to three- week trial beginning April 5, 2027.
Ellison’s Paramount pushed back, saying the media company would like to start the courtroom action on Nov. 4.
“Our request for a November trial date is more than sufficient to give both sides the time they need to conduct discovery, gather evidence, and prepare for trial,” Paramount said in a statement that called the state attorneys general request for a springtime trial “nothing more than a stonewalling tactic.”
U.S. District Judge Araceli Martínez-Olguín, who is overseeing the high-profile case, now must pick the date.
For Paramount, the issue is hugely important.
Ellison wants to wrap up the massive Hollywood deal — bringing CNN, HBO and the Warner Bros. film and television studios under Paramount — as soon as possible. Doing so is crucial to holding together Paramount’s coalition of financiers and controlling its rising expenses, primarily legal fees and escalating obligations to Warner shareholders.
Early this year, Paramount agreed to pay Warner investors a so-called ticking fee of $.25 per share per quarter, beginning Oct. 1. The overture was aimed at winning over investors during a bidding war with Netflix. Paramount agreed to pay Warner shareholders at least $31 a share.
Those ticking fees would increase the cost by $650 million every quarter or $7 million a day. For Paramount, finalizing the transaction by year’s end would eliminate such payments in 2027.
Warner shares gained 3.3% Friday to $26.30 — well below the deal price. Paramount stock is down nearly 40% since early January; it ended the trading week at $7.96.
For the states — which have been joined in the antitrust litigation by the Writers Guild of America — setting the trial for next spring would bring advantages.
They would have more time to prepare their case while also gaining leverage over Paramount, should the two sides seek to resolve the issue out of court.
With the clock ticking, Paramount might be more willing to compromise to reach a settlement, including selling some of its hoped-for assets.
“Plaintiff States propose a fast-paced but realistic schedule that moves this case rapidly to trial while ensuring sufficient time for discovery and pretrial preparation,” the states said in the latest court documents. “A shorter timeline would be artificially compressed and risks depriving this Court of a full record on which to decide this $110 billion case.”
Paramount also faces a potential $7-billion payment to Warner Bros. should the merger collapse by next summer. Paramount is the smallest of the major media companies and acquiring Warner Bros. is key to Ellison’s ambitions to build a new Hollywood colossus.
The state attorneys general, including from Colorado, Oregon, New York, New Jersey and Nevada, have argued that the blockbuster merger — the largest in Hollywood in decades — would violate the Clayton Antitrust Act, which has been on the books for more than a century.
If the deal goes forward, just four companies — a post-merger Paramount-Warner, Disney, NBCUniversal and Sony Pictures — would control 86% of movies that are widely released (in more than 3,000 movie theaters), according to the attorneys general lawsuit.
Paramount-Warner Bros. would also own more than 50 cable channels, including CNN, TBS, HGTV, Animal Planet and Comedy Central, in addition to HBO.
The Wall Street Journal reported Friday that Gov. Gavin Newsom was not eager for a trial to take place.
Newsom has not publicly favored either side. Sources have previously told The Times that both sides have been lobbying the governor to win his support.
A Newsom spokesperson declined to discuss the Journal article, saying: “Our office doesn’t comment on anonymous sources or unverified reporting.”
Bonta — not Newsom — is leading the case.
Both hold statewide office; Bonta is running for reelection this year and Newsom is widely expected to run for president in 2028.
Paramount last week agreed to delay its acquisition amid concerns that it was poised to lose an important motion for a preliminary injunction — which would have rattled investors — and scuttled the deal until a trial could be held.
On Friday, Paramount said further delays “harm the many individuals outside this courtroom who will be denied the expanded content offerings and industry stability that a combined Paramount-WBD promises to bring.”
For his part, Bonta has said he was “eager” to move forward to a trial.
“Our challenge to the unlawful Warner Bros./Paramount merger is a clean-cut antitrust challenge through and through: it’s about protecting the vibrancy of an industry, the pockets of consumers, and the quality of films and television programs that take center stage in many of our lives,” Bonta said in a statement. “This challenge deserves careful and thorough review.”
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