LOS ANGELES — To some employees at Warner Bros. Discovery — the media and entertainment conglomerate that rival Paramount Skydance has agreed to purchase for about $110 billion — Rob Bonta isn’t just California’s attorney general.
He’s the last line of defense.
One longtime worker at Warner Bros., granted anonymity to describe private conversations, said that she and her colleagues have been discussing the prospective deal on what she joked, darkly, is their “praying-to-our-savior Rob Bonta text chain.” Amid layoff fears, they wonder if the attorney general — who is probing the transaction — “can do anything to save us. It’s the small shred of hope we’re clinging to.”
It’s a sentiment shared by others. In the weeks since the acquisition was announced, Bonta, a Northern California politician with limited experience policing Hollywood, has emerged in the eyes of some in the Southland and Sacramento as a key backstop against a transaction they worry could not only embolden Paramount — whose CEO David Ellison has cultivated ties with President Donald Trump — but also trigger sweeping staff reductions and accelerate the sort of media consolidation that harms consumers and creative talent alike.
Bonta, according to three people familiar with the matter, is coordinating his antitrust review of the sale with at least one other state attorney general: Letitia James of New York.
His probe represents a major test of a Democratic-run state’s ability to exert regulatory power over a high-profile business deal the president appears interested in seeing closed. And while it is somewhat rare that an antitrust lawsuit brought by a state or states derails or significantly alters a merger on its own, this sort of litigation is not a zero-sum game: One possible outcome, experts say, is a settlement involving concessions of some kind from Paramount.
In an interview, Bonta said that “high-stakes, front-lines work is what we do — that’s our sweet spot.”
“The federal administration appears to be retreating from its traditional role and its duty to do this work,” he said. “... Sounds like they're picking winners and losers, and they have a deal they like, and they want to make it happen. This is a merger of companies that are in our state. And it very much affects Hollywood, affects California. So we have a central role here.”
The U.S. Department of Justice declined to comment. An official there told Reuters this week that the transaction would “absolutely not” be fast-tracked for approval due to political considerations. Even so, amid the contest to acquire Warner Bros., Paramount had been widely viewed as having an easier path to regulatory approval than rival bidder Netflix, in part because of the friendship between Trump and Oracle CEO Larry Ellison, father of the Paramount chief. The Trump administration has signaled a preference for the sale to close — with Paramount targeting the third quarter.
Antitrust experts said that if the Justice Department were to mount a serious effort to block the transaction, it would already have begun the process. In mid-February, when the competition between Netflix and Paramount was crescendoing, the latter announced that it had cleared a significant regulatory hurdle: the expiration of the antitrust waiting period, which it said meant that there was “no statutory impediment” to closing the deal. The department could still move to stop the merger, but many of those monitoring the situation don’t expect it.
California can point to some precedent for a state-led intervention. During Trump’s first term, as the Justice Department weighed the merger of T-Mobile and Sprint, a coalition of state attorneys general — among them California’s Xavier Becerra — sued to block it. The states did not prevail, but the litigation led to a settlement in California that included assurances tied to retail jobs and operations in the state.
Two former Democratic California attorneys general told POLITICO that the Justice Department’s apparent disinterest in seriously scrutinizing the Warner Bros. deal would complicate Bonta’s efforts. Typically, state attorneys general coordinate antitrust reviews with their federal counterparts.
“It's dangerous when you don't have a cop on the beat, and when you leave it to the states,” said Becerra, who was the state’s attorney general from 2017 to 2021 and is now running for governor. “It makes it a lot more difficult when the federal government decides to walk away from its responsibility.”
But Bill Lockyer, California attorney general from 1999 to 2007, said Bonta’s office has a formidable antitrust section.
“They have probably the best minds in the country,” he said. “They've got the ammunition for a real fight.”
There could be strength in numbers, as with California’s coordination with New York. Asked about joining up with Bonta, a spokesperson for James said her office is “looking at it closely,” declining further comment.
Bonta on Wednesday demonstrated his willingness to work with other states — and aggressively pursue antitrust cases in the media and entertainment sectors — when he, James and six other state attorneys general filed a lawsuit in federal court in California seeking to block broadcast TV station company Nexstar’s $6.2 billion purchase of rival Tegna.
Asked about coordinating with other attorneys general on an action related to the Warner Bros. sale, Bonta said that it is “premature to talk about any specific states.”
“But I will say that we like to work with other states when there's a similar interest and concern, and my guess is that there will be interest by other states, but we're still doing our investigation,” he said. “And we'll see where we end up.”
Two legal scholars with expertise in antitrust cases said that they viewed the deal’s potential effect on the labor market as fertile territory for Bonta’s probe. With history as a guide, many Hollywood observers have predicted that combining Paramount and Warner Bros. could lead to fewer opportunities for actors, writers and other creative workers, and is likely to result in mass layoffs. After David Ellison’s Skydance Media bought Paramount Global last year, large-scale job cuts soon followed.
“There is some precedent for challenging a merger based on harm to workers, and in particular, harm to creatives,” said Jennifer Dixton, a former assistant chief at the Justice Department’s antitrust division.
Dixton, now a lecturer at the UCLA School of Law, noted that the Justice Department blocked Penguin Random House’s proposed acquisition of Simon & Schuster in 2022, with a federal judge ruling that the deal would likely reduce advances paid to authors. “It seems like California has a very specific interest, because they have the actors, they have all the crews — they have the labor force,” she said.
Nick Schultz, a Democratic state lawmaker whose district includes the Warner Bros. lot in Burbank, said he has told Bonta that his constituents are worried about the potential sale and its effects on the labor market.
"Many people … are concerned about losing an iconic studio that is quite literally the backbone of our local economy and essential to the identity that makes Burbank the media capital of the world,” he said.
Paramount has not said the deal would result in mass layoffs. On a conference call with analysts earlier this month, Paramount COO Andy Gordon said the company expected there to be more than $6 billion in synergies within three years of the deal closing, and that the “majority of our synergy target comes from non-labor sources.”
But the company has signaled the deal would result in at least some consolidation, noting that the Paramount+ and HBO Max streaming services would be combined. The fate of CNN also is unclear. The president said in December that it was “imperative” that CNN be sold as part of a deal. That followed aWall Street Journal report that said Ellison promised Trump he’d make “sweeping changes” to the network, which has long been targeted by the president.
“The players that are trying to gobble up much of this particular industry have political leanings that should scare anyone who wants a free and open democracy,” Becerra said.
Warner Bros. Discovery declined to comment. A spokesperson for Paramount Skydance referred POLITICO to a letter Ellison sent to California lawmakers Feb. 28 that detailed his promise to “build a stronger Hollywood, by keeping both of these legacy studios operating separately, thereby preserving and potentially increasing jobs.” The spokesperson also highlighted a speech made by Makan Delrahim, Paramount Skydance’s chief legal officer, at the Capitol Forum’s “Future of Hollywood” conference in Los Angeles last week. Delrahim, previously an assistant attorney general overseeing the Justice Department’s antitrust division, told the audience that a “Paramount Skydance deal is all about increasing the amount of content — which will be a boon for creatives and consumers.” He also said that the enlarged company would boast a robust theatrical output, which would spark “a renaissance for movie theaters.”
Bonta, who became attorney general in 2021, has positioned himself at the forefront of California's fight with the Trump administration — and the review of the Warner Bros. sale is an opportunity to further elevate his profile. Since the start of the president’s second term, Bonta’s office has sued the federal government dozens of times. Gov. Gavin Newsom convened a special session early last year to send an additional $25 million to California's Department of Justice in preparation for the state’s anticipated legal battles.
The attorney general has successfully clawed back billions of dollars in frozen federal funds and secured more than 30 preliminary injunctions against the Trump administration. He’s also going after multiple companies on behalf of consumers, including Amazon.
That Bonta has emerged as a singular figure in the Paramount-Warner Bros. deal was driven home last week, when he was featured as a keynote speaker at the Capitol Forum gathering. When the attorney general began his remarks by cautioning, “I’m not here to break any news — put your pens down,” he elicited disappointed laughter from people in the near-capacity crowd, many of whom departed immediately after his speech.
“This is not a done deal,” Bonta said.
Nick Reisman contributed to this report.
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