Antitrust Law Daily Wrap Up, ACQUISITIONS & MERGERS—N.D. Cal.: Media consumers' effort to block Paramount/Warner Bros. merger again dismissed, (Oct 22, 2026)

By Kenneth H. Ryesky, M.B.A., J.D.

Refocusing and narrowing of market definitions in amended complaint did not cure the infirmities of initial complaint that failed to plausibly plead antitrust individuals' standing.

The federal district court in Oakland, California has dismissed the amended private challenge complaint to Paramount Skydance Corp.'s proposed acquisition of Warner Bros. Discovery. Even as amended, the complaint failed to support the plaintiffs' antitrust standing. Having found the antitrust injury allegation wanting, there was no need to further analyze the remaining issues of the dismissal motion. Although the two complaints were deficient, the judge ruled "that Plaintiffs may yet be able to plausibly allege antitrust standing" and granted leave to file a further amended complaint, while cautioning that the court was "very unlikely to permit further amendment as to any claim not sufficiently pleaded in the next amended complaint (Faust v. Paramount Skydance Corp., No. 4:26-cv-03790-AMO (N.D. Cal. Oct. 21, 2026)).

Background. On February 27, 2026, an agreement was announced whereby Paramount Skydance Corporation (Paramount), an entity that had recently been formed by a previous merger, would acquire Warner Bros. Discovery, Inc. (WBD) for more than $110 billion. On April 23, 2026 the transaction was approved by the WBD stockholders. On April 30, 2026, four individual subscribers to streaming services, news videos, and/or admissions to first-run theatrical motion pictures (collectively, Faust) filed a lawsuit alleging that the acquisition transaction violated the antitrust laws, and seeking to enjoin the consummation of the merger, along with damages. On June 12, 2026, approval of the acquisition deal was announced by the DoJ Antitrust Division.

On July 13, 2026, the attorneys general of 12 states brought a lawsuit to enjoin consummation of the acquisition [California v. Paramount Skydance Corp., case No. 4:26-cv-07116 (N.D. Cal.)]. The next day, July 14, 2026, the Writers Guild of America, West, Inc. and its sister union Writers Guild of America, East, Inc., filed their own antitrust lawsuit to enjoin the merger [Writers Guild of America West, Inc. v. Paramount Skydance Corp., case No. 3:26-cv-07212 (N.D. Cal.)]. On July 15, 2026, the Faust, California, and Writers Guild cases were all found to be related (but not consolidated) and were ordered to be assigned to the same judge.

The Faust complaint was dismissed without prejudice by the court on August 5, 2026, and an amended complaint was filed on August 14, 2026.

On September 30, 2026, a consent decree was entered to resolve the lawsuit brought by the state attorneys general, and the next day, October 1, 2026, the Writers Guild case was terminated by consent.

On October 21, 2026, the court ruled on the motions to dismiss the First Amended Complaint in the Faust case.

Antitrust injury. The judge found that the Faust plaintiffs had not plausibly alleged antitrust injury. The monetary harms that were alleged entailed a price increase that was announced in November 2025 and implemented in January 2026, occurring before the Paramount-WBD merger was announced but a few months after the merger that created the Paramount entity. This price increase affected only two of the four individual plaintiffs. In the timing sequence, this price increase could not have resulted from the Paramount-WBD merger that was the subject of the four plaintiffs' complaint. The complaint alleged that the monetary harm was inflicted by "changed control and incentives, transferred control over rival-supplied content, a post-acquisition monetization strategy, the ensuing price increase, and Plaintiffs' payment of it." This did not allege a plausible factual connection with the decrease in competition advanced in the complaint.

Similarly, the alleged harm to competition was inadequately tied to the merger sought to be enjoined. There was no identification of specific facts to support "antitrust injury claims beyond overbroad, conclusory contentions." Without factual support, the allegations of threats to cause a generalized injury affecting all consumers were insufficient to allege harm to competition. The judge went on to cite other cases having greater detail but which were also found to not suffice the impairment of competition component of antitrust standing.

The Case is No. 4:26-cv-03790-AMO.

Judge: Olguín, A.

Attorneys: Ronald D. Foreman (Foreman & Brasso) for Pamela Faust. Jeffrey L. Kessler (Winston Taylor LLP) for Paramount Skydance Corp.

Companies: Paramount Skydance Corp.

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