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AG Tong Weighs Options as States Eye Challenge to Paramount-Warner Bros. Merger 

The proposed acquisition of Warner Bros. Discovery by Paramount Skydance would bring togetherCBS, Paramount Pictures, Paramount+, Nickelodeon, Warner Bros. Pictures, HBO, CNN, DiscoveryChannel and the Max streaming service under a single corporate roof.  

Supporters say the roughly $110 billion deal would help two legacy media companies scale up tocompete with Netflix, Amazon, Apple, YouTube and Disney. Critics warn it could mean fewertheatrical releases, fewer jobs, less competition and accelerating consolidation across entertainmentand news. 

Connecticut Attorney General William Tong is among the state attorneys general now weighing thoseconcerns. 

Tong’s office confirmed it received an April 2 letter from Cinema United President and CEO MichaelO’Leary urging Tong and South Dakota Attorney General Marty Jackley to scrutinize the transactionand consider moving to block it. 

O’Leary pointed to Disney’s acquisition of 20th Century Fox as a cautionary example: the two studioscombined for 26 wide releases in 2016 but only 14 last year — a 46 percent decline — while 20thCentury Fox titles generated roughly $1 billion less in revenue last year than in 2016, a nearly 70percent drop. 

Tong responded with a statement of concern. “I have serious concerns about the consequences ofthis merger for consumers, local theaters and the workers and communities that rely on them, andactors and artists in our country’s celebrated film industry, as well as Paramount’s impact on quality,objective and independent news,” he said. “I am evaluating all options in coordination with ourmultistate partners.” 

That last line matters. State attorneys general can challenge transactions they believe violate antitrustlaw, and coordinating with multistate partners means Tong’s office could have a direct role indetermining whether the deal proceeds, faces conditions or becomes entangled in litigation. 

Organized labor has also pressed for intervention. The International Brotherhood of Teamsters urgedthe U.S. Department of Justice to oppose the merger unless the companies agree to enforceableworker protections, domestic production commitments, strong labor standards and guaranteesagainst layoffs or erosion of union jobs. The union warned the deal could threaten nearly 15,000Motion Picture Teamsters. 

Together, Cinema United and the Teamsters represent the strongest public case against thetransaction: fewer films, fewer theater jobs, fewer consumer choices and more leverage concentratedin a combined Paramount-Warner. 

A different argument comes from Bill Lockyer, a Democrat who served as California attorney generalfrom 1999 to 2007 and previously served as president pro tempore of the California Senate. In arecent Hollywood Reporter op-ed, Lockyer argued that the deal deserves a “careful and rigorousreview grounded in facts, market realities and established antitrust principles,” while warning that”careful review is not the same as presumptive opposition.” 

Lockyer’s point is that regulators should evaluate whether the merger would actually reducecompetition in today’s market, where traditional studios are no longer competing only with oneanother.  

Paramount Skydance and Warner Bros. Discovery now compete against global technology platformsand streaming services with enormous financial resources, diversified revenue streams andworldwide reach. A combined HBO Max and Paramount+, he argues, could produce a strongercompetitor capable of investing in content and distribution at scale — and that financially stablestudios are better positioned to greenlight projects and support long-term employment thancompanies struggling to stay solvent. 

The Teamsters’ position also illustrates how the debate has expanded beyond traditional antitrustanalysis — it is seeking enforceable labor guarantees as a condition of approval. That raises alegitimate question about scope: is antitrust review about protecting competition, or has it become avehicle for securing concessions that go beyond that mandate? 

The broader market context complicates the anti-merger case. Americans are leaving cable forstreaming, and the dominant players are no longer legacy Hollywood studios — they are globaltechnology companies with audiences, balance sheets and content budgets that dwarf whattraditional media can marshal.  

A combined Paramount-Warner would still compete against Netflix, Amazon, Apple, Disney,Comcast/NBCUniversal, Sony, Fox and a growing list of digital rivals. That makes this look less like amonopoly in the making than two legacy companies trying to avoid irrelevance. 

None of that makes the merger risk-free. Consolidation in both entertainment production and newsdistribution warrants genuine scrutiny. But if state attorneys general move to challenge the deal, theyshould be prepared to explain specifically how consumers would be harmed in a market alreadydominated by larger competitors — not simply that consolidation is concerning in the abstract. 

Connecticut residents should want their attorney general asking hard questions about a transactionof this size. They should also expect those questions to be answered with evidence. The public casefor scrutiny is clear. The public case for blocking the merger outright is considerably less so. 

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