Who Actually Stops a $110 Billion Merger?

Gas is at a record for this time of year, and Washington is fighting a war. Meanwhile, the biggest deal in Hollywood history rolled through with no conditions, and a rail mega-merger the antitrust cops can't even touch has the President's blessing. So who's guarding your wallet?

Three days ago, I published What Is Wrong With America Today, a long look at how Washington keeps waving mergers through while consumers foot the bill. One of the examples was Paramount. In 2025, Paramount paid President Trump $16 million to settle a lawsuit over a "60 Minutes" interview while its sale to Skydance was still waiting on federal approval. The FCC approved the deal 2–1 a few weeks later.

That was the opening act. This week, two mega-mergers are moving through the system simultaneously. One would put two Hollywood studios, two streaming services, and two national newsrooms under one owner. The other would create the largest railroad in the country. And both raise the same question every American ought to be asking right now: when a deal this big comes along, who is actually supposed to stop it?

Consent decree: a court-approved settlement in which a company agrees to conditions instead of going to trial.

Tunney Act: a federal law requiring public disclosure, a public comment period, and a judge's review before the Justice Department's antitrust settlements take effect. It does not automatically apply to settlements negotiated by states.

Surface Transportation Board: the small federal board that decides freight railroad mergers. Railroads are exempt from normal antitrust review, so the Justice Department and FTC don't get the final say.

Meanwhile, at the Pump

Before we get to the deals, look at where Americans stand as they happen.

On September 24, AAA put the national average for a gallon of regular at $4.48. That's more than a dollar higher than a year ago, and AAA says it's the highest the national average has ever been for this time of year. AAA points to volatility in the Strait of Hormuz, which has pushed crude oil back to around $100 a barrel. According to the latest federal inflation report, gasoline prices are up 27.4% over the past year, energy is up 16.3%, and overall prices are up 3.4%. Grocery prices rose 2.2%, on top of the run-up families have already absorbed over the past several years.

Americans feel it. The University of Michigan's consumer sentiment index is at 48.1, near a historic low, and households expect inflation of 4.6% over the next year.

And Washington's attention is elsewhere. The United States is at war with Iran, and just this weekend, President Trump turned down Iran's latest ceasefire offer. I'm not going to argue the war in this Dispatch. But when the country's attention is on a war overseas, the business of letting giant companies get bigger keeps right on moving at home, and it gets a lot less scrutiny than it deserves.

Here's what's moving.

Merger One: Washington Says Yes to Hollywood, No Strings Attached

On June 12, 2026, the Justice Department's Antitrust Division cleared Paramount's purchase of Warner Bros. Discovery, a deal valued at roughly $110 billion, after an eight-month review. The department said the deal was unlikely to harm competition or consumers. It went further, predicting the merger would actually increase competition across the media and entertainment ecosystem, with benefits for consumers and workers.

It also asked for nothing in return. Variety, confirming Politico's reporting, said the department approved the deal without requiring any divestitures, behavioral remedies, or concessions.

Think about what gets combined here: two of the oldest film studios in America, Paramount+ and HBO Max, and two news operations, CBS News and CNN, all under one owner, 43-year-old David Ellison. Washington looked at that and saw no need for a single condition.

There's history in the name, too. United States v. Paramount Pictures is the 1948 Supreme Court case that broke up Hollywood's old studio system. The consent decrees that resulted from it barred the big studios from owning theaters as well. In 2019, the Justice Department asked a federal court to end those Paramount Decrees, calling them outdated, and in 2020, the court agreed. Six years later, Paramount is at the center of the biggest merger in Hollywood history.

Twelve States Sue, Then Settle for Promises

When Washington won't act, the states can. On July 13, 12 states, led by California Attorney General Rob Bonta, sued to block the merger. The other eleven were Arizona, Colorado, Connecticut, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, Oregon, and Washington, all of which have Democratic attorneys general. Their complaint said the merged company would control about 27% of the market for distributing wide-release theatrical films and about 27% of the market for licensing basic cable channels. A trial was set for March 2027.

Then, on September 21, they settled. The consent decree runs for five years. Among its terms:

• Paramount must release at least 30 films a year in years one and two, and at least 32 a year in years three through five.
• It must spend at least $300 million more per year on U.S. film production than it spent in 2025, a total of $1.5 billion over five years.
• Films must stay in theaters for at least 45 days before going to streaming.
• It must fund independent-film purchases at $5 million a year.
• If Paramount breaks the terms, it can be forced to sell Miramax and some cable channels.

Here's the problem. Before settling, Bonta had signaled that only a structural remedy, meaning a commitment to sell off assets, would be enough. What the states got instead were behavioral promises. And Ellison had already publicly committed to the 30-film pace and the theatrical windows before the settlement.

The Justice Department pounced on exactly that point. Associate Attorney General Stanley Woodward said in a statement that the only antitrust-related provisions in the states' settlement require Paramount to honor commitments it had already made. It's not often I find myself agreeing with a Justice Department that approved this deal with no conditions at all. But on this narrow point, the evidence is on his side.

California's own lawyer explained the thinking in court last Thursday. Asked how the settlement addressed the states' competition concerns, Senior Assistant Attorney General Paula Blizzard said the states were wary of permanently blocking the deal. "If we block the merger, it would be forever," she said.

Yes. That's what blocking an anticompetitive merger means.

Two Other States Try to Shut the Whole Thing Down

While the twelve states were suing, two others were working to stop them. On August 25, Iowa Attorney General Brenna Bird and Montana Attorney General Austin Knudsen, both Republicans, asked the U.S. Supreme Court to take up an original jurisdiction case and throw out the twelve-state lawsuit. Their filing called it politicized and said twelve states had "effectively vetoed" a deal that the other 38 states and the federal government declined to challenge.

They had a point worth taking seriously: the deal had been cleared by regulators in 68 jurisdictions worldwide. They also argued that the lawsuit was hurting their own states' economies and the tens of thousands of people who work for the two companies.

But look at what they were asking for. The Supreme Court's original jurisdiction over disputes between states normally covers boundary lines and water rights, not a merger to which Iowa and Montana weren't even parties. Several legal experts called it a long shot. On September 9, the Court ordered the twelve states to respond by September 25, but it has not said whether it will hear the case. Much of the filing reads less like a defense of Iowa and Montana's consumers and more like a defense of the Ellisons' deal. Bird had first made her case in a Daily Wire op-ed the same day she filed.

Texas, for the record, is on neither side. Our attorney general didn't join the twelve states suing, and didn't join Iowa and Montana either.

The Justice Department Tells States to Stay in Their Lane

The Justice Department didn't just stay out of the way. Before the settlement, it filed a statement of interest in the California-led case backing Paramount's request that the states post a bond, meaning put up money in case their lawsuit delayed the deal and it turned out they were wrong.

Then, in a speech at Fordham University earlier this month, Woodward laid out what he called "antitrust federalism": the view that federal enforcers should take the lead on reviewing or blocking mergers. He faulted states for stepping in at the last minute after federal review had run its course, in what was widely read as a reference mainly to their intervention in the HPE–Juniper deal. Regular readers will remember HPE–Juniper from my last Dispatch. That's the merger in which two Trump-appointed antitrust officials were fired for opposing the settlement, and in which a federal judge found two violations of the Tunney Act and approved the deal anyway.

After the Paramount settlement, Woodward added this: "Consumers benefit when transactions close quickly after federal enforcers have concluded a substantive review."

That's a reasonable principle, if the federal review is actually doing its job. Which brings me to the office doing the reviewing.

Nobody Is Confirmed to Run the Antitrust Office

The Justice Department's Antitrust Division, the office that cleared this deal, has had no Senate-confirmed leader since February. Its last confirmed chief, Gail Slater, was confirmed 78–19 in 2025. Accounts of her exit differ. Some reports call it a resignation, while the strategy firm FGS Global's antitrust newsletter reported that she was removed after resisting a settlement the administration wanted. An acting chief, Omeed Assefi, left in June. Woodward, the department's third-ranking official, has overseen the division since.

The anti-monopoly group American Economic Liberties Project, an advocacy organization and not a neutral source, describes a "mass exodus" of lawyers from the division amid leadership upheaval and allegations of corruption.

President Trump's nominee to fill the job is Adam Candeub, general counsel of the FCC under Chairman Brendan Carr, the same FCC that approved the Skydance–Paramount deal. On September 24, the Senate Judiciary Committee advanced his nomination 12–10 along party lines. The full Senate hasn't voted. Antitrust watchers have asked whether he'll recuse himself from matters touching Paramount–Warner Bros., given his FCC role in related proceedings.

And here's the part I can't get past. Candeub wrote the Federal Trade Commission chapter of Project 2025. In it, he argued that state attorneys general are far more responsive to their constituents than federal officials and recommended that the FTC create a position focused on cooperating with state AGs on enforcement matters such as hospital and supermarket mergers.

So the administration's pick to run federal antitrust enforcement once wrote that states should be more involved in policing mergers. Meanwhile, the department he's been nominated to lead is telling states to get out of the way.

Merger Two: The Rail Mega-Merger the Antitrust Cops Can't Touch

While Hollywood gets the headlines, another giant consolidation is moving forward with far less attention. In July 2025, Union Pacific announced it would buy Norfolk Southern in a deal valued at about $85 billion at the time. The combined railroad would run more than 50,000 route miles across 43 states and carry more than 40% of U.S. freight rail traffic. The number of major U.S. freight railroads would drop from six to five.

Freight rail is how grain, fuel, chemicals, fertilizer, and consumer goods get across this country. When shipping costs go up, you pay for it at the store and at the pump, whether or not you ever see a train.

Here's the part most people don't know. Congress exempts freight railroad mergers from normal antitrust review. The Justice Department and the FTC don't decide this one. The Surface Transportation Board does so under a broader "public interest" standard. So on this merger, the question of who stops it has exactly one answer: a small federal board.

Now look at what's happened to that board. In August 2025, the White House fired Robert Primus, a Democratic board member, via email. The White House said he did not align with the President's America First agenda. Primus had voted against a different railroad merger, Canadian Pacific–Kansas City Southern, in 2023. At the time, his firing left three members on the five-seat board. A fourth member, Richard Kloster, joined in June 2026.

Three weeks after the firing, President Trump said of the Union Pacific deal, in the Oval Office: "Sounds good to me. Union Pacific is a great railroad." That came a week after he met with Union Pacific CEO Jim Vena. By early June 2026, Trump had floated the idea of taking a 15% federal stake in the merged company. Vena brushed it off, saying Union Pacific could afford the deal and didn't need anybody's help, though he left the door open because he hadn't discussed it with Trump directly.

Read that again. The same government that decides whether this merger is in the public interest publicly floated the idea of taking an ownership stake in it. That isn't free-market capitalism. It's the corporatocracy, with the government asking for a cut.

There's also a retaliation problem. In a July 16 letter to the board, Sen. Tammy Baldwin (D-Wis.) wrote that Vena made remarks at a March 2026 meeting of the Southwest Association of Rail Shippers that she called "a thinly veiled threat" to raise rates on customers who didn't publicly support the merger. She wrote that shippers are afraid to voice concerns because they know Union Pacific can retaliate. That's her characterization. Her letter doesn't quote Vena directly, and I couldn't find his exact words.

Here's where this story breaks from the Paramount pattern, and it deserves credit. The pushback on this merger has been genuinely bipartisan. In October 2025, eight Republican and eight Democratic senators, led by Sen. John Hoeven (R-N.D.) and Sen. Amy Klobuchar (D-Minn.), urged the board to closely scrutinize the deal, warning that service disruptions could spoil harvests and cost farmers export markets. In July 2026, Sen. Cory Booker (D-N.J.) led 22 colleagues in another letter warning of job losses, higher shipping rates, and safety risks. Rival railroads, chemical and farm shipper groups, and the Brotherhood of Locomotive Engineers and Trainmen all oppose it.

So do Republican state attorneys general. In November 2025, nine of them, from farm states including Kansas, Florida, and Tennessee, warned the board that the deal could mean higher prices and less competition. On September 1, 2026, seven Republican attorneys general asked the board to reject Union Pacific's application outright, arguing that there's no reason to create a behemoth railroad that would take more money from farmers, shippers, and consumers.

Two of those seven were Iowa and Montana. That's the same pair that, one week earlier, told the Supreme Court that twelve states were improperly using state power to block Paramount. In fairness, their rail filing is about their own farmers and shippers, and the rail board process exists precisely for that kind of input. But it's worth noticing that when a merger threatens their constituents, they're happy for states to fight it. When it's someone else's constituents, it's "politicized."

Close to home: one of the railroads fighting this merger is BNSF, headquartered right here in Fort Worth. On September 18, the board denied motions from BNSF, CSX, and a coalition of chemical, fuel, and fertilizer shipper groups seeking to have Union Pacific's application thrown out. The board said the denial does not reflect a decision on the merits and that additional evidence will help it reach a decision. Opening comments in the case are due November 18, and the companies expect to finish the deal in the second half of 2027.

So, on the railroad merger, lawmakers and state attorneys general from both parties are doing their jobs. The question is whether a four-member board, reshaped by a firing and reviewing a deal the President has blessed and wanted a piece of, will do its job too.

Back in Hollywood: A Judge Asks the Question Nobody Else Did

The one official in the Paramount story who seems to be slowing down is the judge. U.S. District Judge Araceli Martínez-Olguín has to approve the states' settlement before it takes effect. At a hearing last Thursday, she opened by saying the court "isn't a rubber stamp" and that she had questions. She said she wanted to make sure the settlement was an arm's-length deal and not the result of collusion.

She also let outside groups weigh in. A coalition called Block the Merger, co-counseled by the media advocacy group Free Press, was granted permission to file a brief opposing the settlement, and so was the League of United Latin American Citizens.

Then there's Sen. Booker again, the top Democrat on the Senate's antitrust subcommittee. He sent the judge a letter urging an independent public-interest review before she signs off. His core point was that a Justice Department settlement would have to go through Tunney Act review, with a public competitive-impact statement and a comment period. This state settlement reached the court with none of that, and without any formal chance for theaters, workers, or consumers to be heard. Paramount called his letter an "improper pseudo-amicus submission." The judge ordered both sides to respond to it by noon Pacific today.

There's real money riding on the clock. Under the merger agreement, if the deal hasn't closed by September 30, which is Wednesday, Paramount will owe Warner Bros. Discovery shareholders a "ticking fee" of 25 cents per share per quarter, accruing daily. Deadline estimates that it is roughly $7 million a day. If the deal falls through due to regulatory issues, Paramount owes a $7 billion termination fee.

So Who Actually Stops a Merger?

Here's the scorecard.

• The federal government approved Paramount without conditions, backed the company in court, and told the states to back off, all while the antitrust office runs without a confirmed leader. On the rail merger, the President fired a board member, blessed the deal, and floated taking a cut.
• Twelve Democratic-led states sued Paramount, then settled for commitments the company had largely already made.
• Two Republican-led states asked the Supreme Court to shut down the Paramount challenge, then asked the rail board to reject a different mega-merger a week later.
• One federal judge, one senator, and a bipartisan mix of senators and state attorneys general on rail are the only people in either process asking, out loud, whether any of this protects the public.

Last week, I argued that the two parties fight in public about the things that fire up their bases, but on the things that fund them, they usually find a way to agree. This is what that looks like in practice. The fight over Paramount has been loud and partisan: blue states against red states, California against Washington, lawsuits at the Supreme Court. But when you strip away the noise, nobody with the power to stop either deal has actually tried to. The only time both parties lined up on the public's side on the railroad merger was when they were filing letters and comments with a board the White House had already reshaped.

And all of it is happening while families are paying $4.48 a gallon and Washington's eyes are on a war. Every one of these deals is a bet that fewer, bigger companies can charge the rest of us more and face less pushback for it. Right now, nobody in charge is taking the other side of that bet.

That's not capitalism. In a free market, a company this size would have to win customers, not approval from a checklist of officials. When mergers this big can clear every gate without a real test of whether they're good for the people who buy the tickets, pay the freight, and fill the tank, the gates aren't doing their job.

Call to Action

1. Follow the Paramount ruling. Judge Martínez-Olguín's decision could come any day. Whatever she decides, it will be the first real public-interest test this deal has faced.
2. Ask where Texas stands. Texas joined neither side in the Paramount case and isn't among the Republican attorneys general who have challenged the rail merger. Ask the Attorney General's office whether it has reviewed the impact of either deal on Texas consumers, shippers, and workers.
3. Call your senators about Candeub. Before the full Senate vote, ask them whether the nominee will recuse himself from Paramount matters, and whether he still believes what he wrote about states and mergers.
4. Weigh in on the rail merger. Opening comments in the Union Pacific–Norfolk Southern case are due at the Surface Transportation Board by November 18. Texas shippers, farmers, and anyone who pays freight costs baked into the price they pay have a stake. The filings and instructions are on the board's merger resource page.
5. Support Tunney Act-style rules for state settlements. If a federal settlement needs public disclosure and comment, a state settlement of a $110 billion merger should too.
6. Read the last one. If you missed it, What Is Wrong With America Today lays out the broader pattern these deals fit into.

Everybody who touched these deals had a title, a party, and a press release. The only question nobody in the room seemed to ask was what it would cost you.

V64OTD // EVERYBODY SIGNED OFF. NOBODY ASKED YOU.

Sources

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48. Deadline, "Paramount Merger Foes Ask Judge To Reject Antitrust Settlement," Sept. 2026 — https://deadline.com/2026/09/paramont-merger-foes-latest-1237113622/
49. Warner Bros. Discovery / Paramount SEC filing (ticking fee; $7 billion regulatory termination fee), Form SC TO-T/A, 2026 — https://www.sec.gov/Archives/edgar/data/1437107/000110465926020849/tm2533570d73_exa5an.htm
50. Warner Bros. Discovery Form 8-K, merger agreement announcement, 2026 — https://www.sec.gov/Archives/edgar/data/1437107/000143710726000018/exhibit991.htm