Paramount-WB Merger Faces Probe By Blue States Joining With California

The clock is ticking on the Paramount and Warner Bros Discovery mega-merger, literally, and things could get sticky and expensive if California’s Attorney General has his way.

Tweeting the not-so quiet thing out loud today, Rob Bonta revealed he is in talks with other state (read Blue State) AGs about concerns they have on the absorption of WBD into the corporation owned by Donald Trump‘s “good friends” David Ellison and his Oracle found father Larry Ellison.

“I’m in conversation with my AG colleagues about Paramount/Warner Bros,” the Golden State’s top lawman replied to Mark Ruffalo today. “As the epicenter of the entertainment industry, California has a special interest in protecting competition,” Bonta added in response to the progressively inclined Marvel star’s response to a previous February 26 posting by the Attorney General.

As for Ruffalo himself, who has on more than one occasion ruffled a few feathers with his advocacy, red carpet label pins and outspokenness, the Hulk actor suggested to Bonta to put together a posse.

“Please let’s circle up all the State AG’s and talk about how this is going to kill completion in the industry and drive down wages, and product quality for consumers,” Ruffalo posted last night after news of Netflix dropping out of the battle for WBD and Paramount’s 11th hour $110 billion hostile takeover bid getting the Warner’s board nod. “There are lots of agents in Hollywood who can tell you how past mergers and consolidations have hurt their clients and business. There is lots of talent that can tell you the same.”

Having already put the brakes late Thursday on any victory laps by Ellison and that other David, WBD CEO David Zaslav in Paramount’s tentative win for all of WBD over Netflix with a stern “not a done deal,” Bonta is now emerging as the top interrogator of this latest Tinseltown Mother Boxes meld.

The CA AG’s office didn’t get back to Deadline on what the status of those talks with other state AGs were and who was talking to who. However, sources in Sacramento tell me that it is pretty much the usual suspects of New York, Washington, Virginia and Pennsylvania at this point, with more on the go.

Any attempt by state AGs to stop or slow down the Paramount and WBD meld would likely fit in to a competition and consolidation attack. Simply put, in the eyes of Blue State Justice Departments and maybe more, one big PARA-WBD would mean less places for filmmakers and producers to sell to and more power in the hands of one entity to set rates, prices and output. Without any irony on either side, that was pretty much the core of the claims MAGA and others made against Netflix when they were still aiming to buy WB.

As well as fellow Blue Staters, Bonta is also talking to Dems in DC in terms of strategic coordination.

Certainly, that tracks with the fiery words Friday of the usually circumspect Sen, Chris Murphy (D-CT) that federal Democrats “are going to break up these anti-democratic information conglomerates” once they get the majority in Congress and in 2028 back in the White House. Sen. Murphy’s pointed remarks follow the likes of Sen. Elizabeth Warren (D-MA) and Sen. Cory Booker (D-NJ) throwing antitrust shade on Paramount talking over WBD and the role and influence of the CNN-hating Trump administration on the deal and the outcome.

With MAGA plans to derail “woke” Netflix from scooping up the WB crown jewels a success, Red State AGs are mute now on their insistence of earlier this week that federal AG Pam Bondi dig deep into possible Sherman Act violations by the streamer. In that context, a February 20 launched monopoly and antitrust probe by the DOJ into Netflix seems moot now. Even before there was a WBD deal for them, Paramount a week ago announced that it had moved past a DOJ antitrust examination and the necessary waiting period.

Additionally, moving things along nicely for PSKY for a deal that Zaslav says will close in a year, a March 4 hearing before the Senate’s antitrust subcommittee, which roasted Netflix co-CEO Ted Sarandos earlier this month, has been canceled. That move by Sen. Mike Lee (R-UT) came as Sen. Booker unsuccessfully sought to have David Ellison show up to testify.

The PARA-WBD deal as it stands, has some big baked in payout penalty fees, like the $2.8 billion Paramount already handed Netflix today and the $7 billion the Ellison-owned studio will have to give WBD if the deal fails its regulatory requirements. Also, adding up to millions and millions pretty quickly, there’s a daily “ticking fee” of $0.25 per share per quarter that starts taking effect on September 30, 2026 if the deal hasn’t been finalized by then.

So, lots of moving pieces, and lots of AGs.