Judge to Review Consent Decree in Paramount-Warner Bros. Merger Settlement

A federal judge is set to decide on Thursday whether to dissolve an order that prevents Paramount Global from completing its $110 billion purchase of Warner Bros. Discovery. The hearing will address outstanding factual and legal questions about the consent decree that was agreed to by the parties and a group of state attorneys general.

The settlement, reached over the weekend, establishes a five-year operating framework rather than requiring asset divestitures. Under the agreement, the combined entity must release at least 30 theatrical films annually for the first two years and 32 for the subsequent three years, maintain minimum numbers of wide and independent releases, and ensure that at least half of the films are produced or co-produced by the merged company. The studios will keep their basic-cable negotiations separate, and a five-member independent board selected by Paramount will oversee editorial standards at CBS News and CNN.

If the studio breaches the film-release quota, a court order could require it to divest assets such as its stakes in BET, VH1 and Comedy Central, though major properties like CNN or New Line Cinema are excluded from such forced sales. The decree also creates a monitoring system involving an independent monitor and a small group of state attorneys general, who will receive regular reports from Paramount to assess compliance.

U.S. District Judge Araceli Martinez-Olguin must still approve the consent decree and may lift the July order that barred the merger. The decree includes enforcement mechanisms, financial penalties for violations, and provisions for more severe remedies, including possible divestitures, should the company fail to meet its commitments.

Critics have expressed concern that the agreement does not sufficiently safeguard CNN's editorial independence, noting that the board overseeing standards is selected by Paramount.