The legal battle regarding David Ellison’s $111 billion merger of Paramount and Warner Bros. Discovery is headed to a 12-day antitrust trial set for March 2027, according to a court filing by Judge Araceli Martínez-Olguín. The trial is scheduled to begin on March 2 and conclude on March 15, with dark days on March 8 and March 15 to accommodate the court’s calendar, and proceedings running daily from 8:30 a.m. to 1:30 p.m. PT with two 15-minute breaks.
Antitrust Trial Set for March 2027 Over Paramount and Warner Bros. Merger
The lawsuit is being waged by a group of 12 state attorneys general and the Writers Guild of America. The antitrust lawsuit is led by California attorney general Rob Bonta. The parties agreed to cancel a preliminary injunction hearing in favor of the trial, and Paramount stated it would push the closing of the merger back until five days after the outcome of a trial, or June 1, 2027, whichever comes earliest.
Financial Impact and Ticking Fees
The 2027 trial date triggers the deal’s 25-cent per share ticking fee starting October 1, which amounts to roughly $650 million per quarter, or $7 million per day, until closing. By the time the trial begins, Ellison will be on the hook for at least $1 billion in ticking fees. Additionally, if the deal does not close at all due to regulatory matters, Paramount is slated to pay Warner Bros. Discovery a $7 billion termination fee.
Prior to the trial decision, state attorneys general secured a temporary restraining order that was extended to block the merger for up to 28 days. Under the terms of the merger, the outside date is March 4, 2027, with an automatic one-time extension pushing the deadline to June 4, 2027, if all closing conditions except regulatory approvals are satisfied or waived. The transaction has already cleared the U.S. Department of Justice, Warner Bros. shareholders, and the European Commission, the latter of which implemented conditions including an exit from United International Pictures. In the UK, Secretary of Culture, Media and Sport Lisa Nandy previously stated she was minded to intervene regarding media plurality concerns.
Core Arguments and Industry Stances
The legal challenge centers on concerns that the combined studio will exert undue influence over the supply of products to movie theaters. The states’ complaint argues that movie theaters rely on competition between Paramount and Warner Bros. to incentivize creativity, quality, and competitive prices. According to the states, the merged entity would control 30 percent of movies that have earned $100 million-plus at the box office and received wide releases in 3,000 theaters.
Conversely, supporters of the deal argue that Paramount will act as an effective steward. Regal Cinemas CEO Eduardo Acuna publicly endorsed the merger, noting that Ellison has made specific commitments including at least 30 theatrical films a year, a protected theatrical window of 45 days for TVOD and 90 days for SVOD for a minimum of three years, a $30 billion annual investment in media content, and an offered consent decree to state attorneys general. AMC Theatres CEO Adam Aron has also backed Ellison’s bid. Meanwhile, opponents of the transaction include a star-studded letter led by Benedict Cumberbatch, Alan Cumming, and Benedict Wong.
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