12 states sue to block $110B Paramount-WBD merger, alleging 'media behemoth'

For legal practitioners, this lawsuit represents a significant test of state-level antitrust enforcement in an era of politically charged federal merger reviews. The complaint, filed in Oakland federal court, alleges the DOJ failed to protect competition, and the states are stepping in under their parens patriae authority to safeguard consumers, workers, and small businesses from a 'media behemoth.'

A coalition of 12 Democratic state attorneys general, led by California, filed a lawsuit in Oakland federal court on July 13, 2026, seeking to block Paramount’s proposed $110 billion acquisition of Warner Bros. Discovery. The complaint alleges the merger would create a media behemoth with excessive market power in film and television, enabling the combined entity to raise prices, squeeze theater operators, and harm consumers and workers. The states claim the merged company would control more than a quarter of all revenue generated from wide-release theatrical films and basic cable channels in the United States. This legal challenge comes one month after the U.S. Department of Justice, under the Trump administration, cleared the deal without conditions, a decision critics say was influenced by Paramount CEO David Ellison’s family ties to President Donald Trump. Ellison’s father, Oracle co-founder Larry Ellison, has been a prominent Trump supporter. Oregon Attorney General Dan Rayfield explicitly accused federal regulators of “rubber-stamping” the deal, reflecting a broader trend of Democratic state officials using antitrust enforcement as a counterweight to perceived lax federal oversight.

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The $110 billion deal would combine Paramount’s library and production capabilities with Warner Bros.

The lawsuit marks a critical moment in the ongoing consolidation of the media industry. Paramount, under Ellison’s leadership, has sought to bulk up to compete with streaming giants like Netflix and Disney, which have reshaped entertainment distribution. The $110 billion deal would combine Paramount’s library and production capabilities with Warner Bros. Discovery’s vast film, television, and cable assets, including HBO, CNN, and Warner Bros. Pictures. Antitrust experts note that state-led challenges to mergers cleared by federal agencies are relatively rare but can be potent. The states rely on the Clayton Act, which allows them to sue in federal court to prevent acquisitions that may “substantially lessen competition.” The lawsuit not only threatens to derail the merger but also sets the stage for a politically charged legal battle that could redefine the balance between federal and state antitrust enforcement.