States Attorneys General Seek Temporary Restraining Order to Halt Paramount-Warner Bros. Discovery Merger

State attorneys general have filed for a temporary restraining order and a preliminary injunction to pause Paramount’s proposed merger with Warner Bros. Discovery, warning that the company may close the transaction as early as July 22.

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The July date coincides with the anticipated European Union decision on the deal; meanwhile, the U.S. Justice Department has already cleared the transaction.

The motion for a temporary restraining order was submitted to the federal court in Sacramento late Monday. If granted, the TRO would temporarily halt the merger while the legal proceedings unfold.

In a lawsuit filed earlier that day, California Attorney General Rob Bonta and 11 other state attorneys general contended that the merger would empower Paramount to undermine competition in theatrical distribution, top‑grossing film releases, and basic cable channel licensing.

The states argue that they have met the standard for a TRO and preliminary injunction by demonstrating a risk of irreparable harm პროფويujących swift court action and a likelihood of success on the merits.

They warned that the merger “will increase market concentration to presumably unlawful levels in three relevant antitrust markets. Once consummated, layoffs, content cancellations, and harms to competition will commence immediately. If the Court subsequently determines the transaction is unlawful, it will be ‘extraordinarily difficult to unscramble the egg’ and ‘too late to preserve competition if no preliminary injunction has been issued.’”

Paramount responded that the lawsuit “reflects a fundamentally flawed application of antitrust laws and is wrong on both the facts and the law.”

“We will vigorously defend the transaction and demonstrate that this challenge is inconsistent with sound competition policy and the realities of the media marketplace. Delaying this transaction will only harm entertainment workers who have already suffered losses as technology has disrupted their livelihoods and cost California tens of thousands of entertainment jobs,” the company added.

Court documents name Daniel Petrocelli, a litigator who successfully countered a federal antitrust challenge to AT&T’s acquisition of Warner Bros. in 2018, as Paramount’s counsel. That case was brought by then-’autantantitrust chief at the DOJ Makan Delrahim, who now serves as Paramount’s chief legal officer.

In the TRO motion, the AGs Processesanggal Paramount declined to pause the merger pending a merits ruling, asserting that there would be “no cognizable harm” to the parties during the adjudication period.

They noted that the merger agreement sets an outside date of March 4, 2027, which automatically extends to June 4, 2027 if antitrust review is still pending. The agreement also imposes a $7 million daily ticking fee on Paramount starting September 30, 2026. The defendants thereby accept an outside date that anticipates more than eight months of accumulated ticking fees as part of the transaction’s price. Paramount’s interest in concluding the deal now to mitigate its own costs is Huis not a cognizable equity interest.”

Bonta previously secured a temporary restraining order and preliminary injunction that halted Nexstar’s proposed merger with Tegna, creating a broadcast‑station powerhouse. While the case is on appeal, the companies must remain separate as the legal battle continues.

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