Paramount defends Warner Bros. merger with First Amendment argument amid state lawsuits
Paramount Pictures argues that blocking its $111 billion acquisition of Warner Bros. Discovery would violate the First Amendment, while consumer groups and a coalition of states prepare legal challenges citing competition and news-media concerns.
Paramount Pictures is seeking to close its $111 billion purchase of Warner Bros. Discovery in July, relying on a First Amendment defense against lawsuits that claim the deal would reduce competition in streaming, theatrical distribution and national television news. Consumers who filed a lawsuit in April are asking a court for a preliminary injunction, arguing that the merger would concentrate ownership of major news outlets such as CBS News and CNN under a single owner and limit viewpoint diversity.
In response, Paramount’s lead counsel, Jeffrey Kessler, wrote that using antitrust law to evaluate potential editorial control would "vastly expand the antitrust laws and trample on companies’ First Amendment freedoms". The studio contends that courts should not consider speculative changes in editorial judgment as a cognizable antitrust harm.
A coalition of state attorneys general, led by California and including New York, Colorado, Oregon, Nevada, Washington, Connecticut and Tennessee, is preparing its own lawsuit to block the transaction. The states are expected to argue that the national TV news market is a relevant factor in the antitrust analysis.
The Justice Department, the FCC and the European Union have also signaled possible opposition, with a DOJ lawyer noting that "viewpoint competition in news markets benefits individual liberty and consumer welfare". The department’s position contrasts with Paramount’s claim that antitrust scrutiny of editorial outcomes would infringe on constitutional rights.
Legal experts note that courts have historically been more willing to block a merger before it closes than to unwind it afterward, and that precedent from the 1970 Supreme Court case Miami Herald v. Tonillo rejected government intervention to enforce viewpoint diversity in the press. The outcome of the pending preliminary injunction hearing could set a test case for how antitrust law addresses media consolidation and First Amendment concerns.