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Sep 30, 2026

Regulatory / CompetitionAntitrust & competitionMedia and entertainment

States v. Paramount Skydance

California et al. v. Paramount Skydance Corp. and Warner Bros. Discovery, Inc.

States’ antitrust challenge to Paramount’s Warner Bros. Discovery merger awaits settlement approval

At stake
$111B
Latest event
Sep 30, 20265 weeks ago
Commenced
Jul 13, 20263 mo ago
Decided
Not recordedSettled
Court
N.D. Cal.3:26-cv-07116-AMO

A coalition of 12 state attorneys general sued in federal court in California, alleging that Paramount Skydance’s roughly $111B acquisition of Warner Bros. Discovery violates the Clayton Act. The states agreed a settlement with Paramount in September 2026, subject to court approval. On September 24, 2026, the court held a hearing on the proposed consent decree but did not rule.

Latest development Sep 30, 2026

On September 30, 2026, U.S. District Judge Araceli Martínez-Olguín approved the consent decree settling the states’ antitrust suit against the Paramount-Warner Bros. Discovery merger. She ruled the decree was a fair, reasonable, and good-faith approach to addressing the alleged competitive harms, clearing a path for the merger to close.

US judge approves settlement, clearing $81 bn Paramount-Warner Bros. mergerUS judge approves settlement allowing Paramount to acquire Warner Bros

Why it matters

The court must decide whether to approve a settlement that would resolve the states’ challenge to Paramount’s roughly $111B acquisition of Warner Bros. Discovery on conditions including a Miramax divestiture. The outcome tests whether state attorneys general can secure merger remedies after the Department of Justice (DOJ) declined to challenge a deal.

Background

On July 13, 2026, a coalition of 12 Democratic state attorneys general, led by California’s Rob Bonta, sued in the U.S. District Court for the Northern District of California. The states seek to block Paramount Skydance Corp.’s roughly $111B acquisition of Warner Bros. Discovery, Inc. They allege under Section 7 of the Clayton Act that the combination would concentrate too much control over theatrical film distribution and cable and streaming channel licensing in one company. The suit followed a decision by the U.S. Department of Justice (DOJ) not to challenge the merger, which left the states as the main legal obstacle to the deal.

Paramount retained an antitrust defense team led by Jeffrey Kessler of Winston & Strawn, alongside former DOJ antitrust officials. Kessler has previously represented plaintiffs in antitrust wins against the NCAA and Live Nation. Latham & Watkins and Cravath, Swaine & Moore continue to handle the underlying transaction work. Paramount has publicly dismissed the states’ case as weak and politically motivated. On August 26, 2026, the Republican attorneys general of Iowa and Montana asked the U.S. Supreme Court to block or expedite review of what they call a politicized suit.

On July 20, 2026, the court granted a 14-day temporary restraining order barring the companies from closing or integrating. It found that the states had presented compelling evidence of a presumptively unlawful market share in wide-release theatrical distribution, and it later extended the order by 14 days. On July 24, 2026, Paramount agreed not to close until June 1, 2027, or a ruling on the states’ claims, whichever comes first. On August 4, 2026, the court consolidated the states’ suit with a parallel suit by the Writers Guild of America (WGA) and set a 12-day trial for March 2 to March 19, 2027. Paramount later moved to require the states and the WGA to post a $1.88B bond covering potential ticking-fee losses, and the court set a hearing for September 24, 2026.

On August 24, 2026, Bonta canceled a planned settlement meeting, citing a lack of good faith and accusing Paramount of leaking details of the confidential talks. On September 11, 2026, the court ordered the parties to find dates in late October for settlement talks, and Paramount filed its answer. On September 21, 2026, Paramount and the states agreed a settlement, subject to court approval, that includes a Miramax divestiture and a five-year film output commitment. The WGA settled its parallel suit the same day. On September 24, 2026, the court held a hearing on the proposed consent decree, allowed opponents to file amicus briefs, and said it would rule in “due course.”

Timeline 14 events

  1. Judgment
    Judge approves Paramount-states consent decree

    Judge Araceli Martínez-Olguín signed an order approving the consent decree between Paramount Skydance and the 12-state coalition, finding it a fair, reasonable, and good-faith resolution of the alleged competitive harms from the Warner Bros. Discovery merger.

    Judge Approves Paramount-Warner Bros. Merger SettlementJudge allows Paramount to close $110 billion takeover of Warner Bros. DiscoveryParamount-Warner Bros. Merger Set to Close Next Week After Judge OKs Settlement With State AGs

  2. Order
    Court allows amicus briefs opposing Paramount settlement

    The court granted motions by the Block the Merger coalition and other opponents to file amicus briefs challenging the proposed consent decree. The filing deadline was 12:01 a.m. PST on September 25, 2026.

    Paramount Merger Delayed As Judge OKs Motion To Block Antitrust SettlementBlock the Merger Coalition Asks Court to Reject Paramount's Settlement With States Over Warner Bros. Deal

  3. Hearing
    Judge defers ruling on Paramount-states consent decree

    Judge Araceli Martínez-Olguín held a hearing on the proposed settlement’s consent decree, questioned its legal underpinnings, and said she would not rule immediately. She stated a decision would come in “due course.”

    Judge Questions Legal Points of Paramount's Settlement With States at Hearing, Says a Ruling Will Come in 'Due Course'Judge hits pause on settlement between states, Paramount over Warner Bros acquisition

  4. Hearing
    Court sets hearing on Paramount’s $1.88B bond request

    Paramount moved on August 17 to require the states and the Writers Guild of America (WGA) to post a bond covering potential ticking-fee losses while the merger is paused. The states and the WGA opposed the motion on August 31.

    Paramount Trying To Pull Fast One With Bond Request In Trial, AGs SayParamount Repeats Demand That States and WGA Post $1.88 Billion Bond Over Warner Bros. Merger DelayParamount Wants California & Others to Pay $1.88 Billion Bond Over Its Lawsuit

  5. Settlement
    WGA settles its parallel antitrust lawsuit against the merger

    The Writers Guild of America East and West settled their separate suit after the states’ settlement. The WGA said it could not afford to pursue the case alone without government backing.

    WGA Settles Antitrust Lawsuit With Paramount Over Warner Bros. Discovery MergerWGA Settles Paramount Merger Lawsuit for 5-Year CBS Layoff Pause, $17.5M Health Fund Contribution

  6. Settlement
    Paramount Skydance agrees settlement with 12-state coalition

    The settlement, subject to court approval, includes a five-year film output commitment with per-film penalties for shortfalls, a Miramax divestiture, and an editorial independence board for CBS News and CNN. It does not require any cable channel divestiture.

    Attorney General Bonta Announces Settlement in Warner Bros./Paramount LitigationDeal Terms Revealed: Paramount, 12 States Unveil Warner Bros. Settlement Plan

  7. Filing
    Paramount Skydance files answer to states’ antitrust complaint

    Paramount argued that the merger would enhance competition against Netflix, Disney, and Amazon. It noted that 68 jurisdictions had already approved the deal.

    Paramount Skydance Argues States' Antitrust Lawsuit Against Warner Bros. Merger Is 'Not the Product of Sound Economic Analysis'Paramount Argues States' Antitrust Suit Will 'Collapse Under Scrutiny'

  8. Order
    Court orders Paramount and state AGs to schedule late-October settlement talks

    The brief order directed Paramount Skydance and the state attorneys general to find dates in late October to negotiate a possible settlement of the states’ antitrust suit.

    Paramount Told to Begin Lawsuit Settlement Talks in Late October

  9. Filing
    Iowa and Montana ask Supreme Court to block or expedite review

    The Republican attorneys general of Iowa and Montana asked the U.S. Supreme Court to intervene against the Democratic-led coalition’s antitrust suit. The Court directed the California-led states to respond by September 25, 2026.

    Iowa and Montana Ask Supreme Court to Block 'Politicized' Paramount-Warner Bros. Antitrust Suit Filed by California and 11 States

  10. Order
    California AG cancels planned settlement meeting with Paramount

    Rob Bonta called off a scheduled meeting to discuss settling the states’ suit, citing a lack of good faith. He accused Paramount of leaking details of the confidential talks.

    California attorney general cancels talks with Paramount, accuses company of leaksCalifornia AG Rob Bonta cancels Paramount settlement meeting, citing 'lack of good faith'

  11. Order
    Judge sets March 2027 trial date for consolidated antitrust cases

    The scheduling order consolidated the states’ suit with the Writers Guild of America’s suit for a single 12-day trial from March 2 to March 19, 2027. The final pretrial conference is set for February 24, 2027.

    Judge Sets Paramount-Warner Bros. Antitrust Trial for March 2027Paramount-Warner Bros Discovery antitrust trial date set; merger put on pause over legal battle

  12. Order
    Paramount Skydance agrees to delay merger closing until June 2027

    In a joint filing, Paramount agreed not to close until June 1, 2027, or a ruling on the states’ claims, whichever comes first. The parties canceled the August 3 preliminary injunction hearing in favor of a full trial.

    April trial date sought in suit against Paramount, Warner Bros.

  13. Order
    Judge Martínez-Olguín grants a 14-day temporary restraining order against closing

    The court barred the parties from closing or integrating, finding the states presented compelling evidence of a presumptively unlawful market share in wide-release theatrical distribution. The order was later extended by 14 days.

    npr.org

  14. Filing
    California-led states sue to block Paramount’s Warner Bros. Discovery acquisition

    The complaint, filed in the Northern District of California, invokes Section 7 of the Clayton Act. It came weeks after the Department of Justice (DOJ) cleared the roughly $111B deal.

    cnbc.comnaag.org

Experimental AI forecast

How it is made

Resolved: correct On September 30, 2026, Judge Araceli Martínez-Olguín approved the consent decree between Paramount Skydance and the 12-state coalition. She found it a fair, reasonable, and good-faith resolution of the states’ antitrust claims. The forecast put “Court approves states’ Paramount deal” at 86%. Track record

Will the Northern District of California approve the states’ proposed settlement with Paramount Skydance and end the case by February 28, 2027?

  • Court approves states’ Paramount deal86%
  • Still pending on February 28, 202711%
  • Judge rejects the proposed settlement3%
Resolves by
Feb 28, 2027in 4 months
Record confidence
Medium

The court will most likely approve the states’ settlement with Paramount by February 28, 2027 (86%). Courts almost always enter negotiated government merger decrees, and every litigating party now supports this one. The judge’s questions at the September 24, 2026, hearing make added process or modest changes more likely than rejection.

How it resolves. Resolves as approval if, by February 28, 2027, the court enters the proposed consent decree (with or without modifications) or dismisses the states’ claims under the settlement terms. Resolves as rejection if the court formally declines to enter the decree and the case returns to the litigation track. Resolves as still pending if neither has occurred by February 28, 2027. Determined from the N.D. Cal. docket and public reporting.

Reasoning

Starting point. Negotiated merger consent decrees submitted by government enforcers to federal district courts for entry: Federal courts enter the large majority of government merger consent decrees, well above 95% historically. Outright rejections are very rare, though some judges seek modifications or added findings first.

Courts enter the great majority of government merger consent decrees, and outright rejections are rare. This decree has the support of all 12 states and Paramount, and the WGA’s parallel suit settled on the same day, so no party is still pressing the challenge. The judge questioned the decree’s legal underpinnings on September 24, 2026, and allowed amicus opposition briefs, which points to closer review, requested changes, or supplemental filings. Even so, the states control their own claims and could seek dismissal under the settlement if the decree stalls, which pushes toward an end to the case. Paramount has strong incentives to push for a quick ruling, including ticking-fee exposure and its June 1, 2027, outside closing date. The main alternative is delay past February 28, 2027, while the court seeks more briefing or revisions, not rejection. The pending Iowa and Montana Supreme Court filing is unlikely to block approval. The record has not changed since the previous forecast asked this same question, so no number moves.

All litigating parties now jointly support the consent decree · Very high historical entry rate for government merger decrees · Judge’s questions signal possible delay or requested modifications · Paramount’s ticking fees and June 2027 deadline press for speed · Amicus opposition from merger critics adds review time

Previous forecast: correct Paramount Skydance and the 12-state coalition led by California announced a settlement of the antitrust suit on September 21, 2026, and the case closed as settled. Court approval of the settlement was still pending. It put “Settlement” at 55%. Track record

Generated automatically by Claude Opus 5.5 on Sep 26, 2026 from this case’s record on this site, and published without editorial review. The probabilities are the model’s judgment, not measured frequencies, and they are scored publicly as cases resolve. Not legal or investment advice. How the forecasts are made