State Attorneys General Seek TRO to Halt Paramount-Warner Bros. Discovery Merger

State attorneys general from California and 11 other states filed a motion in federal court in Sacramento seeking a temporary restraining order and preliminary injunction to stop Paramount Global's proposed merger with Warner Bros. Discovery. The filing, made late Monday, aims to prevent the transaction from closing as early as July 22, which coincides with the expected European Union decision on the deal.

The states argue that the merger would give Paramount excessive leverage over theatrical distribution, top-grossing film releases, and basic cable licensing, raising the risk of reduced competition. They claim the merger would increase market concentration to “presumptively unlawful levels” in three antitrust markets and could trigger immediate layoffs, content cancellations, and other harms.

"The merger will increase market concentration to presumptively unlawful levels in three relevant antitrust markets. Once consummated, layoffs, content cancellations, and harms to competition would commence immediately," the attorneys general wrote.

The AGs contend they have met the legal threshold for a TRO, citing a likelihood of success on the merits and the possibility of irreparable harm without swift court action. They also note that Paramount declined to pause the merger pending a court ruling, and that a pause would not cause cognizable harm to either company.

Paramount responded that the lawsuit reflects a “fundamentally flawed application of the antitrust laws” and that delaying the deal would hurt entertainment workers and cost California thousands of jobs.

"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," the company said.

The motion references the merger agreement’s outside date of March 4, 2027, which could extend to June 4, 2027, and a $7 million daily fee that would begin accruing in September 2026 if antitrust review remains pending. The AGs argue that these provisions demonstrate Paramount’s lack of a cognizable equity interest in completing the deal quickly.

The legal team representing Paramount includes attorney Daniel Petrocelli, who previously defended a federal antitrust challenge to AT&T’s acquisition of Warner Bros. in 2018. The case follows a prior successful effort by the same group of state AGs to obtain a restraining order against Nexstar’s proposed merger with Tegna.