Paramount-Warner Bros. Merger Faces Antitrust Review by States

Federal antitrust review may be sidestepped as states prepare to scrutinize the deal.

Published on Feb. 27, 2026

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The proposed merger between Paramount and Warner Bros. Discovery has cleared the federal antitrust review process unusually quickly, raising concerns that the deal may face more intense scrutiny from state attorneys general. While the Department of Justice could still intervene, the process may now be largely in the hands of state regulators who have demonstrated an increased willingness to challenge major mergers in recent years.

Why it matters

The Paramount-Warner Bros. merger would combine two of the largest media and entertainment companies, potentially reducing competition and choice for consumers, creatives, and theaters. State attorneys general have shown they are willing to take on major mergers that the federal government may be hesitant to challenge, making their review of this deal critical.

The details

Paramount's chief legal officer, Makan Delrahim, expedited the federal antitrust review process, allowing the deal to potentially close before the Department of Justice could preemptively block it. However, state attorneys general, led by California's Rob Bonta, have vowed to conduct a 'vigorous' investigation into the merger. Antitrust experts note that while state regulators have fewer resources than the DOJ, they have demonstrated an ability to band together and successfully challenge major transactions.

  • On February 20, 2026, Paramount announced the deal had passed the statutory waiting period for federal antitrust review.
  • On February 23, 2026, California Attorney General Rob Bonta warned the transaction 'is not a done deal' and promised a 'vigorous' state investigation.

The players

Paramount

One of the major media and entertainment companies proposing to merge with Warner Bros. Discovery.

Warner Bros. Discovery

The other major media and entertainment company involved in the proposed merger with Paramount.

Rob Bonta

The California Attorney General who has vowed to investigate the Paramount-Warner Bros. merger.

Makan Delrahim

Paramount's chief legal officer who expedited the federal antitrust review process.

Lee Hepner

Senior legal counsel at the American Economic Liberties Project, who commented on Paramount's unusual approach to the federal review.

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What they’re saying

“It is unusual and remarkably creative and clever to try to complete your merger review with the federal government before you've even secured a deal.”

— Lee Hepner, Senior legal counsel, American Economic Liberties Project (Variety)

“This transaction is not a done deal.”

— Rob Bonta, California Attorney General (Variety)

What’s next

The Paramount-Warner Bros. merger will still face scrutiny from regulators in the U.K. and European Union, though those jurisdictions are more likely to impose conditions rather than block the deal outright. State attorneys general, led by California's Rob Bonta, have vowed to conduct a 'vigorous' investigation into the merger.

The takeaway

The Paramount-Warner Bros. merger highlights the growing role of state attorneys general in challenging major corporate consolidations, even when federal regulators may be hesitant to intervene. This case underscores the importance of robust antitrust enforcement at both the state and federal levels to protect competition and consumer choice in the media and entertainment industry.