On July 13, 2026, the attorneys general of twelve states filed a federal antitrust complaint in the United States District Court for the Northern District of California, seeking to permanently enjoin the proposed $110 billion acquisition of Warner Bros. Discovery, Inc. by Paramount Skydance Corp. The case, State of California et al. v. Paramount Skydance Corp. and Warner Bros. Discovery, Inc., Case No. 4:26-cv-7116, was filed by California, Arizona, Colorado, Connecticut, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, Oregon, and Washington. The complaint represents the most significant state-level antitrust challenge to a Hollywood merger in decades, and has immediate implications for filmmakers, theater operators, cable distributors, and consumers alike.
What the Lawsuit Alleges
The complaint, brought under Section 16 of the Clayton Act (15 U.S.C. § 26) to prevent violation of Section 7 (15 U.S.C. § 18), alleges that the proposed merger would substantially lessen competition in at least three relevant product markets: (1) the distribution of wide-release theatrical films in the United States; (2) the distribution of anticipated top-grossing theatrical films (i.e., blockbusters, “event films,” or “tentpoles”); and (3) the licensing of basic cable channels to distributors. The Plaintiff States bring the action as parens patriae on behalf of their residents, whose interests as consumers, workers, and theatergoers they assert will be directly harmed.
The states characterize the proposed deal, at $110 billion the largest merger in Hollywood history, as one that would eliminate competition between two of the nation’s five major film distributors, leaving only four to control over 85 percent of all wide-release theatrical films distributed in the United States. In basic cable, the merger would combine Warner Bros.’ and Paramount’s portfolios into a single company controlling more than 50 channels spanning every major genre—news, sports, lifestyle, children’s programming, and general entertainment—leaving only two companies (the combined entity and Disney) to control 59 percent of all basic cable in the country.
Concentration and the HHI Analysis
The complaint provides detailed Herfindahl-Hirschman Index (HHI) calculations in support of its structural presumption of illegality. In the wide-release theatrical film distribution market, the proposed merger would increase the HHI by 359 points, resulting in a post-merger HHI of 2,074—more than three times the increase required to trigger a presumption of anticompetitive harm under the DOJ/FTC Merger Guidelines. In the market for anticipated top-grossing theatrical films, the HHI increase of 445 points would produce a post-merger HHI of 2,427, more than four times the threshold level. In the basic cable licensing market, the HHI would increase by 321 points to reach 2,007. Citing United States v. Philadelphia National Bank, 374 U.S. 321 (1963), and a line of recent FTC cases, the complaint argues the merger is presumptively unlawful in all three markets.
After closing, the combined company would possess a market share exceeding 27 percent of wide-release theatrical film distribution and more than 30 percent of the anticipated top-grossing theatrical film market, as measured by box office revenue from 2022 to 2025. In the basic cable market, the combined entity would control 27 percent of affiliate fees and 34 percent of viewership.
Harm to Filmmakers, Theaters, and Consumers
The complaint devotes substantial attention to the harm the merger would cause to independent filmmakers, below-the-line workers, theater operators, and consumers. In the theatrical film distribution markets, the states allege that the loss of competition between Paramount and Warner Bros. would increase distributors’ bargaining leverage over theaters, resulting in worse revenue splits, higher minimum ticket prices, reduced output of new theatrical releases, and a diminished incentive to invest in creative, distinctive films. The complaint specifically draws on the Disney/Fox precedent: after Disney acquired 20th Century Fox in 2019, the combined company cut theatrical output by more than half, from 112 wide-release films in the four years before the acquisition to just 54 in the comparable post-acquisition period, while shedding more than 4,000 Fox employees.
For basic cable distributors, the complaint warns that the combined company’s control of more than 50 must-have cable channels would give it extraordinary blackout leverage in affiliate fee negotiations. The complaint references the 2023 Disney-Charter blackout and the 2025 Disney-YouTube TV dispute as concrete evidence that such leverage is exercised. The likely result, the states argue, is higher per-subscriber fees passed on to consumers in the form of higher monthly bills, and reduced investment in cable content.
Regarding the creative workforce specifically, the complaint notes that the purported “synergies” of the deal—estimated by Paramount at $6 billion—primarily constitute job eliminations. Defendants themselves admit they intend to combine “duplicative back-office functions.” The states argue that these reductions threaten the livelihoods of tens of thousands of writers, actors, directors, crews, and craftspeople residing in the Plaintiff States.
Defendants’ Pledges Rejected as Insufficient
The complaint directly addresses Paramount’s March 22, 2026, public commitment to release at least 30 films annually, finding it legally and practically inadequate for six independent reasons. First, the commitment says nothing about basic cable harms. Second, it is not legally enforceable. Third, the complaint notes that Warner Bros.’ CEO publicly committed in April 2023 to producing 16 theatrical films in 2023 and “more than 20” in 2024; the actual outputs were 11 and 9, respectively. Fourth, the promise is inconsistent with the economic incentives of a heavily indebted combined company obligated to maximize shareholder returns. Fifth, the commitment would still permit Defendants to harm competition by degrading quality and raising prices within the promised output floor. The complaint concludes that “theatres, distributors, and the viewing public should not be forced to rely on Defendants’ empty commitments to protect them from the effects of an unlawful merger.”
No Adequate Justification
The complaint systematically dismantles each of Defendants’ expected defenses. On the entry and expansion defense, it establishes that new entry in any of the three relevant markets would not be timely, likely, or sufficient to remedy the competitive harm. Building a major theatrical distribution network requires nationwide theater relationships, franchise intellectual property, and the financial capacity to absorb high-risk marketing expenditures—resources that took Paramount and Warner Bros. generations to assemble. Basic cable entry is even more formidable: a new channel must simultaneously acquire must-have content, launch a portfolio of networks to obtain carriage agreements, and overcome the bundling leverage of incumbents who have built audience recognition over decades. The complaint notes that no one could realistically recreate TBS (launched 1976), Nickelodeon (1979), CNN (1980), MTV (1981), TNT (1988), or Comedy Central (1991) within any reasonable entry horizon.
On the efficiencies defense, the complaint finds that Defendants claimed savings are neither verifiable nor merger-specific, and that many are not efficiencies at all but rather harm to competition masquerading as cost reductions. Citing Philadelphia National Bank, 374 U.S. at 370, the complaint reaffirms that “anticompetitive effects in one market [cannot] be justified by procompetitive consequences in another.”
Related Proceedings and Procedural Context
The complaint notes that this case is related to the lower-numbered action Faust v. Paramount Skydance Corp., No. 4:26-cv-03790-AMO (N.D. Cal.), a private antitrust action pending before Judge Araceli Martínez-Olguín of the Oakland division. The DOJ has also been conducting its own investigation, including issuing subpoenas to independent production companies, and the UK Competition and Markets Authority has opened a formal inquiry. The merger agreement contains a “ticking fee” of $0.25 per share per quarter payable to WBD shareholders if the deal does not close by September 30, 2026, creating significant financial pressure on Paramount to accelerate the timeline.
Relief Sought
Plaintiff States ask the Court to adjudge the proposed acquisition to violate Section 7 of the Clayton Act, permanently enjoin the transaction and any other combination of the parties’ assets, and award the states their costs and attorneys’ fees pursuant to 15 U.S.C. § 26. Read complaint
What the Lawsuit Alleges
The complaint, brought under Section 16 of the Clayton Act (15 U.S.C. § 26) to prevent violation of Section 7 (15 U.S.C. § 18), alleges that the proposed merger would substantially lessen competition in at least three relevant product markets: (1) the distribution of wide-release theatrical films in the United States; (2) the distribution of anticipated top-grossing theatrical films (i.e., blockbusters, “event films,” or “tentpoles”); and (3) the licensing of basic cable channels to distributors. The Plaintiff States bring the action as parens patriae on behalf of their residents, whose interests as consumers, workers, and theatergoers they assert will be directly harmed.
The states characterize the proposed deal, at $110 billion the largest merger in Hollywood history, as one that would eliminate competition between two of the nation’s five major film distributors, leaving only four to control over 85 percent of all wide-release theatrical films distributed in the United States. In basic cable, the merger would combine Warner Bros.’ and Paramount’s portfolios into a single company controlling more than 50 channels spanning every major genre—news, sports, lifestyle, children’s programming, and general entertainment—leaving only two companies (the combined entity and Disney) to control 59 percent of all basic cable in the country.
Concentration and the HHI Analysis
The complaint provides detailed Herfindahl-Hirschman Index (HHI) calculations in support of its structural presumption of illegality. In the wide-release theatrical film distribution market, the proposed merger would increase the HHI by 359 points, resulting in a post-merger HHI of 2,074—more than three times the increase required to trigger a presumption of anticompetitive harm under the DOJ/FTC Merger Guidelines. In the market for anticipated top-grossing theatrical films, the HHI increase of 445 points would produce a post-merger HHI of 2,427, more than four times the threshold level. In the basic cable licensing market, the HHI would increase by 321 points to reach 2,007. Citing United States v. Philadelphia National Bank, 374 U.S. 321 (1963), and a line of recent FTC cases, the complaint argues the merger is presumptively unlawful in all three markets.
After closing, the combined company would possess a market share exceeding 27 percent of wide-release theatrical film distribution and more than 30 percent of the anticipated top-grossing theatrical film market, as measured by box office revenue from 2022 to 2025. In the basic cable market, the combined entity would control 27 percent of affiliate fees and 34 percent of viewership.
Harm to Filmmakers, Theaters, and Consumers
The complaint devotes substantial attention to the harm the merger would cause to independent filmmakers, below-the-line workers, theater operators, and consumers. In the theatrical film distribution markets, the states allege that the loss of competition between Paramount and Warner Bros. would increase distributors’ bargaining leverage over theaters, resulting in worse revenue splits, higher minimum ticket prices, reduced output of new theatrical releases, and a diminished incentive to invest in creative, distinctive films. The complaint specifically draws on the Disney/Fox precedent: after Disney acquired 20th Century Fox in 2019, the combined company cut theatrical output by more than half, from 112 wide-release films in the four years before the acquisition to just 54 in the comparable post-acquisition period, while shedding more than 4,000 Fox employees.
For basic cable distributors, the complaint warns that the combined company’s control of more than 50 must-have cable channels would give it extraordinary blackout leverage in affiliate fee negotiations. The complaint references the 2023 Disney-Charter blackout and the 2025 Disney-YouTube TV dispute as concrete evidence that such leverage is exercised. The likely result, the states argue, is higher per-subscriber fees passed on to consumers in the form of higher monthly bills, and reduced investment in cable content.
Regarding the creative workforce specifically, the complaint notes that the purported “synergies” of the deal—estimated by Paramount at $6 billion—primarily constitute job eliminations. Defendants themselves admit they intend to combine “duplicative back-office functions.” The states argue that these reductions threaten the livelihoods of tens of thousands of writers, actors, directors, crews, and craftspeople residing in the Plaintiff States.
Defendants’ Pledges Rejected as Insufficient
The complaint directly addresses Paramount’s March 22, 2026, public commitment to release at least 30 films annually, finding it legally and practically inadequate for six independent reasons. First, the commitment says nothing about basic cable harms. Second, it is not legally enforceable. Third, the complaint notes that Warner Bros.’ CEO publicly committed in April 2023 to producing 16 theatrical films in 2023 and “more than 20” in 2024; the actual outputs were 11 and 9, respectively. Fourth, the promise is inconsistent with the economic incentives of a heavily indebted combined company obligated to maximize shareholder returns. Fifth, the commitment would still permit Defendants to harm competition by degrading quality and raising prices within the promised output floor. The complaint concludes that “theatres, distributors, and the viewing public should not be forced to rely on Defendants’ empty commitments to protect them from the effects of an unlawful merger.”
No Adequate Justification
The complaint systematically dismantles each of Defendants’ expected defenses. On the entry and expansion defense, it establishes that new entry in any of the three relevant markets would not be timely, likely, or sufficient to remedy the competitive harm. Building a major theatrical distribution network requires nationwide theater relationships, franchise intellectual property, and the financial capacity to absorb high-risk marketing expenditures—resources that took Paramount and Warner Bros. generations to assemble. Basic cable entry is even more formidable: a new channel must simultaneously acquire must-have content, launch a portfolio of networks to obtain carriage agreements, and overcome the bundling leverage of incumbents who have built audience recognition over decades. The complaint notes that no one could realistically recreate TBS (launched 1976), Nickelodeon (1979), CNN (1980), MTV (1981), TNT (1988), or Comedy Central (1991) within any reasonable entry horizon.
On the efficiencies defense, the complaint finds that Defendants claimed savings are neither verifiable nor merger-specific, and that many are not efficiencies at all but rather harm to competition masquerading as cost reductions. Citing Philadelphia National Bank, 374 U.S. at 370, the complaint reaffirms that “anticompetitive effects in one market [cannot] be justified by procompetitive consequences in another.”
Related Proceedings and Procedural Context
The complaint notes that this case is related to the lower-numbered action Faust v. Paramount Skydance Corp., No. 4:26-cv-03790-AMO (N.D. Cal.), a private antitrust action pending before Judge Araceli Martínez-Olguín of the Oakland division. The DOJ has also been conducting its own investigation, including issuing subpoenas to independent production companies, and the UK Competition and Markets Authority has opened a formal inquiry. The merger agreement contains a “ticking fee” of $0.25 per share per quarter payable to WBD shareholders if the deal does not close by September 30, 2026, creating significant financial pressure on Paramount to accelerate the timeline.
Relief Sought
Plaintiff States ask the Court to adjudge the proposed acquisition to violate Section 7 of the Clayton Act, permanently enjoin the transaction and any other combination of the parties’ assets, and award the states their costs and attorneys’ fees pursuant to 15 U.S.C. § 26. Read complaint
