State AGs sue to block the Paramount-Warner Bros. Discovery merger

A dozen state attorneys general have filed an antitrust lawsuit in a bid to prevent Paramount from taking over Warner Bros. Discovery (WBD). The AGs — from Arizona, California, Colorado, Connecticut, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, Oregon and Washington — filed the suit a month after the Department of Justice greenlit the $110 billion merger. It was reported in early June that several states were planning an attempt to block the deal.

The suit was filed in the US District Court for the Northern District of California. The AGs allege that the merger would violate the Clayton Act by reducing competition among the distribution of wide-release theatrical films, distribution of anticipated top-grossing theatrical films and licensing of basic cable channels to distributors. While the suit claims "Paramount's proposed acquisition of Warner Bros. will likely harm competition in many lines of commerce," it doesn't explicitly focus on the potential impact on the streaming market.

"The unlawful merger of these two entertainment behemoths would lead to higher prices, lower quality and less content for film and television, harming movie theaters, basic cable distributors and ultimately, audiences on every sofa and movie theater seat in the US," California Attorney General Rob Bonta said in a statement. "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."

Bonta's office noted in a press release that a combined Paramount and WBD (which are two of the five biggest film distributors) would account for a 27 percent share of the "wide-release theatrical distribution" market. It defines "anticipated top-grossing theatrical film distribution" as a subset of the market that concerns "anticipated blockbuster films with wide audiences and large production budgets." It claims that, should the merger go through, the combined Paramount and WBD entity would control three-tenths of those films.

In terms distributing basic cable channels to satellite and cable providers, the two companies would make up a 27 percent share of the market. Bonta's office noted that WBD is currently the second-largest player in the space, with Paramount in third place.

"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," a Paramount spokesperson said. "We will vigorously defend the transaction and demonstrate that this challenge is inconsistent with sound competition policy and the competitive realities of the media marketplace. 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.

"The combination of Paramount and WBD will create a stronger, well-capitalized, creative-first media company that is better positioned to compete with companies like Netflix that have come to dominate the industry for audiences, premium content and creative talent. Put simply, any attempt to block this transaction undermines the very principles antitrust law is designed to promote: more competition, more choice for consumers and more opportunities for creators and workers."

Paramount previously claimed consumers will benefit from the merger, as Variety notes. CEO David Ellison has stated the combined company would release at least 30 films per year.

The company has also argued that, combined with WBD, it would offer stronger competition in the streaming market. At the end of March, WBD had more than 140 million streaming subscribers globally and ​Paramount+ had 79.6 million. Disney and Netflix no longer regularly share their subscriber numbers. At the end of June 2025, Disney+ and Hulu had a combined 183 million subscribers. By the end of last year, Netflix had more than 325 million paid members.

The state AGs are expected to seek an injunction to block the deal from closing. Paramount and WBD still have to obtain approval from regulators in other markets. The European Union said this month that Paramount pledged to make certain concessions in order to earn the bloc's approval. A provisional deadline for a decision is set for July 22. The UK's antitrust watchdog, the Competition and Markets Authority, opened an ongoing investigation into the deal in June.

Update, July 13, 2026, 1:50PM ET: Added a statement from Paramount.