Paramount Merger Foes Ask Judge To Reject Antitrust Settlement

“The Attorney General for the lead Plaintiff State, California, publicly criticized the very behavioral remedies that the parties now ask the Court to approve,”exclaims an amicus brief just filed in federal court by the Block the Merger coalition to take one last swing at stopping the antitrust settlement deal for Paramount‘s $111 billion purchase of Warner Bros Discovery.

“But whatever the reasons for the States’ about-face, neither time nor circumstance changes the fact that this merger lessens competition.”

The September 21 announcement of an agreement between a dozen blue state AGs and David Ellison in the July filed antitrust suit made it look like the $80 billion debt heavy ParaBros meld was finally and truly a done deal. However, with U.S. District Judge Araceli Martinez-Olguin Thursday granting 11th hour motions of objection by BTM and other Ellison foes and giving them until midnight on September 24 to file, closure has now been delayed.

A delay, with Judge Martinez-Olguin also now pushing any settlement sign-off until at least noon on September 28 as Paramount responses to more concerns raised by Sen. Cory Booker (D-NJ), that cold see Ellison having to begin paying that dreaded $7 million a day ticking fee to WBD shareholders starting October 1. A delay that Block the Merger, the League of United Latin American Citizens, and others make very evident that would like to see as permanent as possible.

“The structure of the proposed consent decree puts Plaintiff States in the position of simultaneously representing two sets of stakeholders whose fundamental interests trade off,” BTM’s brief says.

Noting, among a variety of critiques, that while guilds like the WGA have been promised nearly $18 million for their oversubscribed health plan ( AKA: “earmarked payments for tens of millions of dollars”) if the merger goes through, independent vendors and contractors will get almost nothing “That is precisely the kind of conflict that makes representation inadequate and a settlement procedurally unfair,” the coalition of the Free Press, the Committee for the First Amendment, the Freedom of the Press Foundation, the Future Film Coalition and the International Documentary Association argues in its hopes of convincing Judge Martinez-Olguin to “deny the Joint Motion to enter the proposed consent decree.”

in their own brief filed in the midnight hour, LULAC and a group of Black pastors mine a similar vein as BTM – aka, CA AG Rob Bonta sold the industry out by bucklingto Paramount’s leaked threats to leave the state and to pressure from ambitious Dems like Gavin Newsom to make a deal ASAP.

Highlighting perceived short coming of the settlement deal and its granting of more power and reach to fatcats, LULAC says: “The proposed decree leaves that loss of independent decision-making largely intact. Its temporary film commitments measure releases and spending without preserving competition over which projects receive support. Its cable provisions regulate negotiations without preserving competition over the perspectives that are broadcast. And its news board, appointed by and reporting to the merged company, cannot replace the independent sources of programming the transaction eliminates. These defects concern the competitive harms the States pleaded, including diminished quality, variety, and viewpoints.”

Due to the late hour, Paramount had nothing to say about these latest filings and the latest twist in their merger saga.

Plus, the Ellison-run Paramoint kinda said it all just after Block the Merger first filed their motion early Thursday to be granted the right to brief.

“Any briefing and comment process that would enable non-parties to delay the closing of this transaction—inflicting massive harm on Paramount—without filing their own antitrust action, making the showing required under the Clayton Act to obtain preliminary injunctive relief, or posting a bond to protect Defendants from the harm caused by such delay would be improper,” Paramount said in its own (unsuccessful) opposition to BTM’s briefing wishes.

I’ll get you a ruling in due course,” Judge Martinez-Olguin promised today in a virtual hearing on the now paused settlement. Having to also push back against Sen. Booker’s proposal of an independent review of the deal and the settlement, due course could be either sooner or later for Paramount.