ParaBros Merger Settlement Sign-Off Delayed As Deal Foes Granted Hail Mary Move By Judge

Mere hours before a court hearing on the much criticized settlement between Paramount and a coalition of blue state Attorneys General on the $111 billion merger with Warner Bros Discovery, ParaBros foes have gained a victory that could see an expensive delay on the deal closing.

“The Court GRANTS the administrative motions to file amicus briefs,” U.S. District Judge Araceli Martinez-Olguin just ruled on Block the Merger‘s Administrative Motion to Set Schedule for Amicus Briefing on Proposed Consent Decree filed earlier today. “All amicus briefs must be filed on the docket by no later than 12:01 a.m. PST on September 25, 2026. This deadline will not be extended, and tardy submissions will not be considered.”

With an 11 am PT virtual hearing before Judge Martinez-Olguin widely viewed as a rubber stamping of the September 21 antitrust settlement and hence the mega-merger itself, the granting of Block the Merger’s move makes it almost certain the deal won’t be formally approved today.

“We are pleased that the court is allowing the public to weigh in on this important issue because the AGs have failed to adequately represent the public interest in this case,” Free Press Co-CEO Jessica J. González told Deadline after the motion was granted. “The consent decree is weak and unenforceable. We look forward to explaining that in further detail in our brief due at midnight tonight,” added González, who is co-counsel on the matter for BTM.

As it stands the settlement hearing is still on the court calendar with Judge Martinez-Olguin likely to have questions of California AG Rob Bonta‘s team, plus Beth Wilkinson and Ellison’s other lawyers.

A prospect that already had Paramount seeing red this morning.

“Any briefing and comment process that would enable non-parties to delay the closing of this transaction—inflicting massive harm on Paramount—without filing their own antitrust action, making the showing required under the Clayton Act to obtain preliminary injunctive relief, or posting a bond to protect Defendants from the harm caused by such delay would be improper,” said an opposition filing by the David Ellson run company and WBD this morning. The opposition came before the Judge made her ruling granting the amicus briefs. “Such an unprecedented process would unravel the carefully calibrated protections of the Clayton Act and place non-parties in a superior position to parties seeking to halt a merger.”

To that, after Ellison proclaimed earlier this week he envisioned the merger coming together in the next two weeks, Paramount now finds itself once again looking at a $7 million a day ticking fee to WBD shareholders kicking in on October 1.

The threat of those fees, which add up to more than $630 million a quarter, was central to Para’s much leaked threat to exit California for a red state like Tennessee if the ParaBros merger was nixed or had to wait for the outcome of a March 2, 20207 starting trial. In fact outside of the talks this past Yom Kippur weekend between CA AG Bonta and Team Paramount to work out a settlement, the parties were originally set to meet today in court for a hearing on Ellison’s bid for a $1.88 billion bond to offset the “extraordinary losses” the legal battle could cost the company and the son of Oracle founder and Donald Trump buddy Larry Ellison.

Worries about job losses and economic down-turns in already aliling Hollywood saw Gov. Gavin Newsom, reelecton seeking LA Mayor Karen Bass, IATSE and others publicly urging Bonta to resolve the standoff in the boardroom, not the courtroom (to paraphrase Bonta). Privately, even with layoffs looming once the companies are merged, the ambitious Democrats were wobbly kneed that MAGA-friendly Ellison wold leave them holding the bag jut before the midterms.

Rob Bonta was on another media tour this week defending the settlement that several of his fellow AGs in the initial July 13 field antitrust suit had reservations about. To that, the AG’s office were silent on the granting of Block the Merger’s 11th hour motion. Paramount had nothing to say either after the motion was granted, but they made their POV pretty damn clear in their own filing this morning.

“The proposed consent decree here is both procedurally and substantively fair,” Paramount’s opposition filing declared of the settement that sees an oversight board of CNN and CBS News and not much more.

“Twelve state attorneys general and Defendants reached an arm’s length agreement after extensive and difficult negotiations, resolving the litigation risk that each side faced,” Paramount’s lawyers insist “All parties involved were represented by sophisticated and competent counsel. As described in the parties’ joint motion, the proposed consent decree ‘includes significant relief in each of the three relevant markets alleged in the Complaint.’ The fact that non-parties would have preferred different terms or a different resolution does not change this analysis, particularly because the proposed consent decree only binds the parties that consented to it.”