Companies and States Defend Settlement as Fair Compromise
Paramount, Warner Bros Discovery and a dozen Democratic-led states filed a joint response Monday defending their $111 billion merger settlement against criticism from Senator Cory Booker. The 17-page filing from California, Massachusetts, Arizona, Colorado, Connecticut, Minnesota, Nevada, New Jersey, New Mexico, New York, Oregon and Washington argues the consent decree is fair, reasonable, equitable and carries enforcement provisions with teeth. The companies' lawyers, in a separate 16-page document, contend that twelve attorneys general, each accountable to their own electorate, judged the relief sufficient to resolve their claims. The filing was submitted just 30 minutes before U.S. District Judge Araceli Martinez-Olguin's noon PT deadline.[S1]
In their filing, the companies' attorneys contended that whether the decree is adequate should be judged by weighing the danger of prolonged litigation — notably the real possibility that the plaintiff states would have won nothing — instead of comparing it to a permanent injunction the states never secured. They characterized the agreement as a sensible compromise that tackles the competition problems alleged in the complaint. The filing further rejected Booker's objections, noting that a proposed consent decree lacking every result a party might have preferred in a multi-party negotiation is not thereby substantively unfair.[S1]
Booker Challenges Settlement, Seeks Independent Review
New Jersey Senator Cory Booker submitted a six-page letter dated September 24 questioning the settlement David Ellison negotiated with attorneys general from blue states. Among the steps Booker sought was an independent review of the deal. He maintained that the court ought to evaluate the proposed remedies in light of what the states had originally pursued — an injunction halting the merger entirely. In Booker's view, the decree leaves the heart of the case unaddressed: that the merger harms competition and will cut jobs. Deadline reached out to Booker on Monday, but he did not respond to the filing by the companies and attorneys general.[S1]
The settlement remains in legal limbo as all parties await a decision from Judge Martinez-Olguin, who is based in Oakland. A $7 million ticking fee to Warner Bros Discovery shareholders is set to kick in on October 1. The parties had hoped to receive approval for the consent decree last week, but a scheduled virtual hearing on September 24 went off the rails. That hearing had been intended to address Paramount's request for a $1.88 billion bond to offset extraordinary losses from waiting for a March 2027 trial. Opposition from longtime merger critics intensified suspicion about the settlement.[S1]
