Published on Jun 17, 2026
DOJ antitrust division’s political leadership for months imposed tight restrictions on career staff’s investigation of Paramount Skydance’s (PSKY) $81 billion deal to acquire Warner Bros. Discovery (WBD), preventing agency attorneys from deposing key Paramount executives or demanding data and documents considered necessary to the review, sources familiar with the matter said. Although career staff thought […]
DOJ antitrust division’s political leadership for months imposed tight restrictions on career staff’s investigation of Paramount Skydance’s (PSKY) $81 billion deal to acquire Warner Bros. Discovery (WBD), preventing agency attorneys from deposing key Paramount executives or demanding data and documents considered necessary to the review, sources familiar with the matter said.
Although career staff thought that Paramount hadn’t substantially complied with its second request, political leadership allowed the HSR waiting period to expire in February, the sources said. Staff also was told to limit engagement with key third parties, especially with questions about the impact of Walt Disney’s 2019 acquisition of Fox’s studio business, one of the sources said.
Despite these unusual limitations, staff attorneys harbored “serious concerns” about the deal when the division’s political leadership informed them late Friday of plans to issue a closing statement supporting the merger, the sources said. Political leadership denied staff’s requests to view the statement before it went out, according to the sources. In the statement, DOJ said that following “a rigorous eight-month investigation led by the Division’s career staff,” it had concluded that the deal would “increase competition.”
A DOJ official disputed these characterizations, saying in a statement, “Nobody was denied a request to review the draft closing statement.”
“Any suggestion that our merger review of Paramount is performative is patently false. Such a suggestion ignores that staff had been working on the merger proposal since December,” the official said, adding, “the closing statement reflects a sophisticated antitrust analysis and details the level of effort that went into the department’s merger analysis.”
The appearance of career staff agreeing with the statement’s conclusions has obvious benefits for Paramount and Warner Bros., which face likely litigation from the group of state attorneys general who have been preparing a suit against the deal since at least March. Signoff by career staff attorneys – nonpartisan civil servants who serve across multiple administrations – could help rebut the AG allegations that DOJ leadership favored the Paramount/Warner Bros. tie-up for political reasons.
Instead, the process has fueled internal agency concerns that the investigation was entirely performative, with the end goal of issuing a closing statement supportive of the merger, the sources said.
The statement’s opening line said that the antitrust division had “completed its analysis of the proposed merger … and determined based on the evidence received in its investigation that the transaction is not likely to result in harm to competition.”
But the agency’s investigation was far from complete, the sources said, and the statement includes other mischaracterizations and inaccurate descriptions of the investigation.
The statement came after the division’s front office, which houses its political leadership, kept staff on an unusually tight leash during the investigation, declining to authorize steps that are standard in any high-profile merger investigation, the sources said.
In typical in-depth probes, DOJ attorneys take sworn depositions of numerous party witnesses. Although staff recommended deposing several Paramount executives, including CEO David Ellison, the front office declined to authorize them. That was particularly notable because Paramount has made Ellison’s promise that the post-merger company would combine for 30 wide theatrical releases per year its primary public talking point about why the deal wouldn’t harm theatrical competition or output.
Instead, division political leadership authorized just a 30(b)(6)-style deposition on the parties’ efficiencies claims. Paramount designated two witnesses for that deposition, which allowed the closing statement to note, in detailing the depth of the division’s investigation, that DOJ staff had taken “hours of deposition testimony of senior-level executives.”
A 30(b)(6) deposition requires a company to designate a representative to testify on its behalf about specified topics, rather than appearing in an individual capacity.
The DOJ official described the denial of staff’s requests to depose Paramount executives before the 30(b)(6) deposition, which featured Paramount Chief Commercial Officer Dana Goldberg and an expert on synergies, as a strategic decision.
The company in a statement didn’t comment specifically on the depositions but said that it’s persuading regulators that its deal would spur more competition.
“Paramount is making strong progress in obtaining regulatory approvals for its pro-competitive merger with WBD,” the company said in a statement. “These regulatory approvals and careful analysis underscore a transaction which creates competition against the dominant Netflix and other big tech players in the industry today.” A Warner Bros. spokesperson didn’t respond to a request for comment.
The lack of sworn testimony wasn’t the only constraint on staff’s investigation. Paramount complied unusually quickly with DOJ’s second request: The division issued it on December 23, just 15 days after Paramount filed its premerger notification form, and Paramount certified compliance on February 9.
In the days afterward, DOJ career staff voiced concerns that Paramount hadn’t met its obligations to comply with the second request’s data and document demands, the sources said. But the front office declined to act on staff’s recommendation to “bounce” Paramount’s certification and demand additional data and documents before accepting the submissions as complete.
Paramount disclosed in a February 19 securities filing that the HSR waiting period for its bid had expired, touting the development as evidence that its offer was superior to Netflix’s then-pending agreement to acquire Warner Brothers.
Staff was also told to limit engagement with third parties, including inquiries related to the last major round of movie studio consolidation — Disney’s 2019 acquisition of Fox, which reduced the number of legacy Hollywood studios from six to five, one of the sources said. The combined company has released meaningfully fewer movies than the two studios did separately, and critics have pointed to the deal as showing that studio mergers can reduce theatrical output.
DOJ’s closing statement dismisses those concerns, noting that comparisons of the two mergers involve a “fatal conceit” because the Fox deal was completed a year before the pandemic, and because Disney had more incentive than Paramount to focus on “core franchise IP” to generate revenue across its various business lines.
The DOJ official said that staff wasn’t told to limit engagement with third parties, noting that the division during the investigation had conducted substantial outreach to 10 to 12 media ecosystem participants.
The department released Friday’s closing statement against a backdrop of allegations from deal critics that the White House has placed a thumb on the scale in favor of the merger.
Ellison reportedly promised President Donald Trump he’d make “sweeping changes” to Warner Bros.’ CNN network if his bid for the company prevailed. And on April 23, the Paramount executive reportedly hosted an event that the invitation described as an “intimate gathering . . . honoring the Trump White House” attended by both the president and Acting Attorney General Todd Blanche, who oversees DOJ’s antitrust division.
‘Serious concerns.’ Despite the internal limits imposed by the front office, DOJ staff during the investigation developed “serious concerns” that the transaction might violate the antitrust laws, sources said.
The Wall Street Journal reported yesterday that career DOJ staff was leaning toward recommending a challenge to the deal before the division’s political leadership issued the closing statement without their input.
In a posting on X yesterday following the article, Associate Attorney General Stanley Woodward said that he didn’t know about any staff objections to the deal.
“A team of career lawyers never reached out to anyone in their leadership chain of command to express this, but instead reached out to [a Journal reporter]?” Woodward wrote. “Please let your anonymous sources know that my door is always open.”
Those staff reservations are inconsistent with the closing statement, which said that the “extensive investigatory record reviewed by the Division suggests that the impact of the transaction will be to increase competition across the media and entertainment ecosystem, with benefits for American consumers and workers.”
The most compelling case against the merger involves harm to competition in the market for theatrical distribution, including in a potential market for blockbuster movies, the sources said. That involves not only a structural case — the merger is presumptively illegal in the theatrical distribution market based on recent box office data — but also a calendar dynamic that puts an effective upper limit on the number of films a studio can release annually without taking seemingly commercially irrational steps to compete against itself.
The closing statement didn’t address those staff concerns, concluding instead that “[t]he substantial body of evidence available to the Division indicates that the transaction is not likely to harm competition in studio development, production, or distribution of films for theatrical release.”
The state AGs are focused on a similar theory of harm, but in a more expansive manner, and are increasingly concerned that the merger-driven reduction in competition to produce and distribute blockbuster movies would harm not only movie theater operators and customers, but also industry workers and rival streaming services.
During a two-hour meeting at the antitrust division last month that included DOJ career staff, Ellison responded to attorneys’ questions by reiterating his promises to release 30 films a year post merger, the sources said.
Despite its concerns, staff never made a recommendation to political leadership on whether to challenge the merger. Instead, the front office short-circuited the investigation before staff could do so and issued the closing statement about the probe’s conclusions based on an incomplete factual record, the sources said.
It’s not clear why the front office issued the closing statement when it did. But it came after antitrust agencies in Europe and the UK recently commenced their formal reviews, with Paramount targeting phase 1 approval in both jurisdictions.
Given broader geopolitical dynamics, DOJ’s public support of the deal could increase pressure on European agencies to sign off on the deal without launching in-depth investigations.
The statement also came just two days before Sunday’s UFC Freedom 250 event at the White House, attended by both Ellison and Trump and broadcast exclusively on the Paramount+ streaming service.
