California, New York and other states are preparing a challenge despite DOJ clearance, while Oregon’s probe and a potential per-share ticking fee add to pressure on the merger timeline.
A coalition of state attorneys general led by California and New York is preparing an antitrust lawsuit to block Paramount Skydance’s roughly $110.9 billion acquisition of Warner Bros. Discovery, creating a direct clash with the Department of Justice after federal regulators approved the deal without conditions around June 12, 2026. Announced on February 27, 2026, and approved by Warner Bros. Discovery shareholders on April 23, the transaction would combine major studio assets and streaming platforms under one company. State officials are focused on the risk of reduced competition across the media and entertainment sectors, while Oregon has already opened its own investigation, pushing the potential closing date past July 22, 2026. Paramount has built delay protection into the deal with a ticking fee of $0.25 per share if the transaction has not closed by December 31, 2026, highlighting the financial stakes if litigation extends the timetable beyond the company’s targeted third-quarter 2026 closing.