Judge in Paramount-State AGs Case Still Has Questions, Schedules Hearing on Settlement Terms

Paramount’s deal with the 12 state attorneys general to settle their antitrust lawsuit over the Warner Bros. Discovery merger is not official just yet: The judge in the case has some “outstanding questions” about the settlement, which requires her approval before it takes effect.

In an order issued Tuesday, U.S. District Judge Araceli Martinez-Olguin granted the parties’ motion to vacate the hearing about Paramount’s previous motion to require the states (and the WGA) to post $1.88 billion bond to cover the company’s financial losses in the event it prevailed in court. That had been scheduled for Sept. 24. (The proposed settlements Paramount entered into with the states and the WGA makes that moot.)

However, Martinez-Olguin said in the order that the court “does not yet rule on the remainder of the motion to enter consent decree and dissolve the stipulation not to close” the Paramount-Warner Bros. merger.

“To address certain outstanding questions regarding the factual and legal underpinnings of the parties’ proposed consent decree, as well as the implementation of the proposed consent decree, the Court SETS a hearing for 11:00 a.m. PST on September 24, 2026,” the judge wrote. The hearing will take place via Zoom.

RELATED: What’s in the Paramount Settlement With States: Commitment to Not Sell Studio Lots, Additional $300M Yearly Investment in U.S. Film Production, CNN Oversight and More

Paramount declined to comment. The office of California Attorney General Rob Bonta, who led the states’ coalition suing Paramount and WBD over the merger, did not immediately respond to a request for comment.

On Monday came the announcement of Paramount’s settlement with the 12 Democratic state attorneys general, leaving only the judge’s approval of the proposed consent decree as the last checkbox needed for the Paramount-WBD merger to close. In a memo to staff, Paramount CEO David Ellison said he expected the Warner Bros. pact to close in around two weeks.

The lawsuit filed by Bonta and the other AGs had alleged the combined Paramount-Warner Bros. would have excessive power in markets for wide-release and “tentpole” theatrical movies as well as basic cable. Previously, Bonta had asserted that only “structural” remedies (i.e., divestitures) would be sufficient to call off the lawsuit but the resulting settlement includes no such provisions.

Among the top-line terms in Paramount’s settlement with the states: Paramount is prohibited from selling the Paramount Studios or Warner Bros. lots in the state for at least five years, and is obligated to invest at least an additional $300 million on film production in the U.S. annually — for a total of $1.5 billion over five years. The combined Paramount-WB also must release at least 30 movies for theatrical distribution in the first two years (something Ellison has repeatedly promised he would do) and at least 32 in years 3-5, with a 45-day window for wide-release films. The merged Paramount-Warner Bros. also will be subject to monitoring by a “news editorial independence board,” which will establish “guiding editorial and journalism principles for” for CNN and CBS News.

The terms of the proposed settlement would conclude at the end of the fifth calendar year that follows the closing. That means if the Paramount-WBD merger closes before the end of this year as expected, the commitment period for the settlement would run through Dec. 31, 2031.

RELATED: Rob Bonta Sued Paramount to Counter Political Influence, Then Fell Victim to It