Antitrust Law Daily Wrap Up, ACQUISITIONS & MERGERS NEWS: Justice Department closes Paramount-Warner Bros. merger probe after finding no likely competitive harm, (Jun 15, 2026)
Organizations Mentioned:AT&T | Paramount Global | Paramount Skydance Corp. | Skydance Media | U.S. Department of Justice | Warner Bros. | Warner Bros. Discovery
By Martin A. Steinberg, J.D.
Evidence showed that the combined company could strengthen its competitive position in the streaming, linear television, and theatrical film markets.
The U.S. Department of Justice Antitrust Division announced that it has closed its investigation into Paramount Skydance’s proposed acquisition of Warner Bros. Discovery after finding that the transaction is not likely to harm competition or American consumers. Following an eight-month investigation, the Division concluded that the merger would not likely reduce competition in streaming video-on-demand, linear television, or the development, production, and distribution of films for theatrical release. Instead, the Division found that the combined company could provide a stronger competitive alternative to larger streaming platforms, that linear television already faces robust competition from streaming and other live-programming alternatives, and that theatrical film markets remain dynamic and competitive, with traditional studios, newer entrants, and independents continuing to expand output and distribution.
Background. In December 2025, Netflix agreed to acquire Warner Bros. Discovery, and Paramount later submitted a competing all-cash tender offer. On April 23, 2026, Warner Bros. Discovery stockholders approved the proposed transaction with Paramount Skydance. The transaction has not yet closed, however, and remains subject to regulatory approvals, meaning that “injunctive relief remains available before the competitive harm becomes locked in.”
Warner Bros. Discovery owns and controls a broad portfolio of media assets, including Discovery Channel, HBO Max, CNN, TNT, TNT Sports, TBS, HBO, HGTV, Magnolia Network, Food Network, OWN, Investigation Discovery, TLC, Travel Channel, Animal Planet, Science Channel, Turner Classic Movies, and various Warner Bros. properties, including Warner Bros. Motion Picture Group.
Division review. The Division reviewed both proposals and, because of the competitive bidding process, began analyzing the potential competitive effects of a WBD acquisition before Paramount reached a definitive agreement. The Division said the competing proposals provided useful comparative perspectives on the evolving media and entertainment landscape and on WBD’s strategic value.
The Division also noted that Warner Bros. had been the subject of prior media transactions and enforcement reviews, including AOL/Time Warner, AT&T/Time Warner, and Warner Bros./Discovery. Drawing on that history and its concern for preserving contestability in dynamic technology-driven markets, the Division conducted a thorough investigation. It concluded that the record suggested the transaction would increase competition across the media and entertainment ecosystem, benefiting American consumers and workers.
SVOD. The Division first considered whether the proposed transaction would harm competition in streaming video-on-demand (SVOD). It noted that streaming has become a prevalent form of media distribution, beginning with Netflix’s disruption of home video and traditional linear and broadcast offerings. After Netflix pioneered SVOD, large technology companies such as Amazon and legacy media companies such as Disney entered the market.
By contrast, Paramount and Warner Bros. were described as later entrants with smaller subscriber bases than the three largest streaming services. Based on the evidence reviewed, including interviews with market participants and the parties’ ordinary-course documents, the Division concluded that the merger was not likely to harm SVOD competition.
Instead, it found that the combined company was likely to increase competition by giving consumers a more robust alternative to larger streaming platforms. The Division also rejected treating YouTube, TikTok, and other social media products as SVOD substitutes under antitrust precedent, while acknowledging that they compete more broadly for consumer attention.
Linear television. The Division next analyzed whether the proposed acquisition would harm competition in the linear television market. The Division noted that linear television has steadily declined as consumers shift away from traditional cable and satellite packages toward streaming services. This “cord-cutting” trend has reduced revenue for both linear network owners and traditional distributors, while streaming and other non-SVOD offerings increasingly compete for live programming, including sports, news, and political commentary. In light of that robust and evolving competitive landscape, the Division concluded that the proposed acquisition was not likely to harm competition in linear television.
Studio development, production, and distribution of films for theatrical release. Finally, the Division analyzed whether the transaction would harm competition in the development, production, or distribution of films for theatrical release. The Division found that Paramount and Warner Bros. compete not only with traditional studios such as Disney, Sony, Universal, Lionsgate, and Amazon-owned MGM, but also with independent and newer entrants such as A24, NEON, Blumhouse, Netflix, and Apple. The evidence showed substantial and continuing competition in theatrical film markets, including increased output and diversity of film offerings.
The Division also noted that smaller and non-legacy studios have successfully pursued innovative content and distribution strategies, including large-budget and “tentpole” films. It rejected complainants’ theories that the merger would reduce theatrical output or harm labor markets, finding that the Disney/Fox comparison was weakened by the intervening effects of the COVID pandemic and that labor demand was tied to the parties’ incentives to maintain or expand output. The Division therefore concluded that the proposed transaction was not likely to harm competition in theatrical film development, production, or distribution.
Related actions. In a June 10, 2026, Securities and Exchange Commission filing, Paramount Skydance reported that its planned merger with Warner Bros. Discovery has received competition clearance in Australia and will not face further review in New Zealand, and has also obtained approvals from several other competition and foreign direct investment authorities. However, the transaction remains under review in the United Kingdom, where the CMA launched an inquiry into the deal on June 9.
On April 30, 2026, five media consumers filed a private Clayton Act challenge to Paramount Skydance’s proposed acquisition of Warner Bros. Discovery, as well as Skydance’s earlier acquisition of Paramount Global. The plaintiffs seek treble damages and injunctive relief, including divestiture of Paramount Skydance’s interest in Paramount Global, alleging that the Warner Bros. Discovery deal would eliminate a significant rival and lead to higher prices, reduced output, lower quality, and diminished consumer choice. They also contend that media consolidation can create incentives for political bargaining unrelated to competition on the merits. Faust v. Paramount Skydance Corp., No. 3:26-cv-03790-AMO (N.D. Cal.).
Delrahim comments. In a social media post, Makan Delrahim, Paramount Chief Legal Officer and former Assistant Attorney General in charge of the Antitrust Division, commended the Division staff for their exhaustive investigation and expressed gratitude “for all competition agencies across the world who are engaging in the review of the proposed P-WB transaction, and the more than dozen who have provided their clearance or soon will be.”
“We are excited to continue to work with other regulatory agencies as we seek to close on this transaction and to bring another scaled player to provide competition to this market and to the dominant players for the benefit of consumers and creative industry workers and talent,” Delrahim added.
Companies: Paramount Global; Warner Bros. Discovery; Paramount Skydance Corp.; Skydance Media
News: AcquisitionsMergers Antitrust AntitrustDivisionNews