Paramount Faces Mixed State Responses to Warner Bros. Discovery Merger

Oregon Withdraws Legal Motion

In a recent development, Oregon Attorney General Dan Rayfield withdrew a civil investigative demand that had required Paramount to turn over records regarding its efforts to secure federal approval for the merger. As part of that effort, the Oregon Attorney General’s office had petitioned a state circuit court judge to order the production of the materials and to delay the closing of the merger by 60 days. A hearing on the matter had been scheduled for Monday in Multnomah County Circuit Court.

The state also requested documents related to a strategy internally referred to as “Project Warrior.”

Paramount had formally objected to these requests in a court filing, arguing that the demands were “disproportionate” to the scope of the investigation and that the materials requested were of “marginal relevance.” The company’s legal team asserted that lobbying activities do not pertain to whether the acquisition violates Oregon’s antitrust laws.

Following the withdrawal of the motion, Jenny Hansson, communications director for Rayfield, stated that the office decided to withdraw to “consider our next steps,” alleging that Paramount had indicated it would not comply with the investigative demand. In response, a Paramount spokesperson expressed satisfaction that the motion was withdrawn, describing it as an “unwarranted effort to delay a lawful, pro-competitive merger.”

California Attorney General Remains a Key Hurdle

While the situation in Oregon has shifted, Paramount remains under pressure in California. California Attorney General Rob Bonta and other state attorneys general are reportedly considering potential legal challenges to the merger. Last month, Bonta told MSNOW that he perceived “red flags in the air everywhere,” specifically citing concerns regarding potential job losses and increased prices for consumers.

Paramount executives, including Ellison, have reportedly engaged in repeated efforts to reach a deal with Bonta’s office to allow the merger to proceed. The company has proposed a consent decree that would include a commitment to produce 30 films annually, establish a 45-day theatrical release window, and maintain a 90-day window for streaming. Additionally, Paramount has promised to keep both the Warner Bros. and Paramount lots open in California.

According to reports, Paramount executives have argued that the combined entity would invest approximately $30 billion annually in content, which they claim would help reverse the “production exodus” that has seen thousands of entertainment jobs move to other states or abroad in recent years.

The Stakes for Paramount

The environment in California is described by one advisor to Ellison as “inhospitable” for the company. There is internal concern that if Bonta proceeds with a lawsuit, the resulting hostility could create significant obstacles for the company’s operations.

Paramount has maintained that its transaction is sound, noting in a statement that the merger has been reviewed by dozens of antitrust authorities globally, all of which have either cleared the deal or concluded it does not violate competition laws. The company argues that the merger will create a stronger challenger to dominant global streaming and technology platforms, while increasing investment in premium content and expanding consumer choice.

The company continues to engage with the remaining regulators evaluating the merger, stating it is prepared to address legitimate antitrust concerns, though it remains confident that the transaction does not violate current laws.

Summary of Regulatory Status

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