On Monday, I asked who actually stops a $110 billion merger. On Wednesday, a federal judge answered: nobody. Paramount's takeover of Warner Bros. Discovery closes Tuesday.
On Monday, I published Who Actually Stops a $110 Billion Merger?, a look at two mega-mergers moving through Washington while the country's attention is on a war and the price of gas. I ended it by telling you to watch for one ruling. It came two days later.
On Wednesday, September 30, U.S. District Judge Araceli Martínez-Olguín approved the settlement between Paramount and the twelve states that had sued to block its purchase of Warner Bros. Discovery. The deal is expected to close on Tuesday, October 6.
Consent decree: a court-approved settlement in which a company agrees to conditions instead of going to trial.
What the Judge Said
At her hearing the week before, the judge opened by saying the court "isn't a rubber stamp." In her ruling, she called the settlement a "fair, reasonable, and good faith approach to address the competitive harms" the states had alleged.
She did not pretend everyone was happy. According to Forbes, she wrote that the agreement "may leave some dissatisfaction for both sides and the public," and that critics' hopes that it would reach further were not legal grounds for rejecting it.
In fairness to her, that is the job. A judge reviewing a settlement asks whether it is a reasonable deal between the parties who signed it. She does not get to ask whether the merger itself is good for the country.
And that's the whole problem.
What the States Got
The terms are the ones I listed on Monday: at least 30 films a year, $1.5 billion in added U.S. production spending over five years, and 45 days in theaters before streaming. The reporting on the ruling adds a few more:
- A $47.5 million fund for displaced workers, paid at $9.5 million a year.
- Paramount's and Warner's cable channels must be negotiated separately for five years.
- A five-member board to oversee editorial independence at CBS News and CNN. Colorado and Washington declined to sign on to that part.
- A $30 million penalty for each film that Paramount falls short of its quota.
No studio is sold. No network is sold. No newsroom is sold. Connecticut Attorney General William Tong had wanted CNN and CBS News divested entirely. He didn't get it.
California Attorney General Rob Bonta denied caving. "My job is to focus on the antitrust concerns and getting a resolution," he said.
What Nobody Had to Ask
Run back through the gates, this deal passed.
The Justice Department cleared it in June without conditions. Twelve states sued, then settled for promises, several of which the company had already made. A judge found that the settlement was fair between the parties. Sen. Cory Booker asked for an independent public-interest review before she ruled, the kind of federal settlement that would get under the Tunney Act. I found no report that one took place.
The Block the Merger coalition called the result "toothless." Sen. Elizabeth Warren called it "a disastrous outcome."
So two studios, two streaming services, and two national newsrooms go under one owner on Tuesday. Every official who touched the deal did what their job description required. Not one of those job descriptions included asking whether this is good for the people who buy the tickets and pay the cable bill.
What is the Delay Cost
One footnote. Under the merger agreement, Paramount owed Warner Bros. Discovery shareholders a "ticking fee" if the deal had not closed by September 30. It hadn't. Deadline had estimated that fee at roughly $7 million a day. If that estimate holds, six extra days come to about $40 million.
That is the entire price of the only public scrutiny this merger ever got.
Next in Line
The Union Pacific–Norfolk Southern merger is still before the Surface Transportation Board, the small federal board I wrote about on Monday. Opening comments are due November 18. Unlike the Paramount fight, that one isn't over, and both parties have people on their side.
Call to Action
- Read Monday's Dispatch. Who Actually Stops a $110 Billion Merger? has the full paper trail on both deals.
- Weigh in on the rail merger. Comments go to the Surface Transportation Board by November 18. The filings and instructions are on the board's merger resource page.
- Support Tunney Act-style rules for state settlements. If a federal settlement needs public disclosure and a comment period, a state settlement of a $110 billion merger should too.
- Watch what Paramount does with the promises. Thirty films a year and an editorial independence board are now court orders. Somebody should count.
The judge said her court wasn't a rubber stamp, and I believe she meant it. The stamp was already on the page when it got to her.
V64OTD // FAIR. REASONABLE. NOBODY ASKED IF IT WAS GOOD FOR YOU.
Sources
- V64OTD, "Who Actually Stops a $110 Billion Merger?," Sept. 28, 2026 — https://v64otd.com/dispatch/who-actually-stops-a-110-billion-merger/
- TheWrap, "Judge Approves Paramount-Warner Bros. Merger Settlement," Sept. 30, 2026 — https://www.thewrap.com/industry-news/business/judge-approves-paramount-warner-bros-merger-settlement/
- Associated Press via ABC News, "Judge approves Paramount's settlement with states over Warner buyout," Sept. 30, 2026 — https://abcnews.com/Business/wireStory/judge-approves-paramounts-settlement-states-warner-buyout-allowing-136902011
- Forbes, "Paramount-Warner Bros. Deal Cleared Despite Merger Opposition," Sept. 30, 2026 — https://www.forbes.com/sites/rickellis/2026/09/30/paramount-warner-bros-deal-cleared-despite-merger-opposition/
- Al Jazeera, "US judge approves settlement allowing Paramount to acquire Warner Bros," Sept. 30, 2026 — https://www.aljazeera.com/news/2026/9/30/us-judge-approves-settlement-allowing-paramount-to-acquire-warner-bros
- Washington Examiner, "Judge approves settlement of Paramount-Warner Bros. merger," Sept. 30, 2026 — https://www.washingtonexaminer.com/news/justice/4749092/judge-approves-settlement-paramount-warner-bros-merger/
- Surface Transportation Board, "UP-NS Merger Resources" — https://www.stb.gov/resources/major-railroad-mergers/