Judge Reviews Settlement Over Paramount-Warner Bros. Discovery Merger Amid Antitrust Concerns

U.S. District Judge Araceli Martínez-Olguín is set to decide whether to approve a settlement that would let Paramount finalize its $111 billion merger with Warner Bros. Discovery. The agreement, reached between California Attorney General Rob Bonta, Paramount and other states that sued to block the deal, includes a series of conduct commitments rather than a divestiture.

A coalition of free-speech and media-advocacy organizations, including the Committee for the First Amendment, Free Press and the International Documentary Association, filed a brief arguing that the settlement provides “virtually nothing” to the public and leaves the core antitrust concerns unaddressed. The groups contend that the promised release of 30 films per year is lower than the combined companies’ independent forecasts and that the definition of “independent film” in the settlement is overly broad.

The League of United Latin American Citizens submitted a similar filing, noting that the consent decree does not require divestiture and relies on conduct commitments that fail to remedy the alleged harms. The organization warned that the settlement “leaves important pleaded harms unaddressed even when the combined company fully complies.”

During a hearing, Judge Martínez-Olguín emphasized that the court is not a “rubber stamp” and asked for assurances that the settlement resulted from an arm-length process rather than collusion. She also requested responses to a letter from Sen. Cory Booker, who urged the court to measure the proposed remedies against the states’ original request for an injunction blocking the merger.

The settlement requires Paramount to establish an “Editorial Independence Board” for CBS News and CNN, with members appointed by Paramount and reporting to its board. Critics argue that this arrangement raises constitutional concerns about government involvement in editorial decisions.

Additional conditions include a five-year requirement for separate negotiations on basic cable licensing and penalties for failing to meet film-release commitments, such as a potential divestiture of Miramax Studios and monetary payments to union health and retirement funds. The Writers Guild of America, which settled its own lawsuit, secured a five-year prohibition on writer layoffs in the CBS News broadcast division and a $17.5 million contribution to its health fund.

Attorney General Bonta defended the settlement, saying it secures “massive investment in domestic film production” and “enforceable guardrails” to keep cable prices competitive, while acknowledging it does not constitute an endorsement of the merger.