Published on Jan 26, 2026
Netflix’s (NFLX) proposed takeover of Warner Bros. Discovery’s (WBD) studio and streaming businesses has triggered a powerful senator’s concerns that the $72 billion transaction is a “killer non-acquisition”: a pretense to secure business-sensitive information and weaken a competitor.
Mike Lee (R-UT), chairman of the Senate Judiciary antitrust subcommittee, used the term in a Letter obtained by The Capitol Forum, asserting the deal could amount to “a potential abuse of the merger review process, particularly the exchange or misuse of competitively sensitive information.” He added that the demands of a government antitrust review can “be misused if an acquiring firm seeks to tie up a rival for an extended period” and “weaken that rival as a competitive constraint.” The senator sent the letter Thursday to Netflix co-CEOs Ted Sarandos and Greg Peters, and Warner Bros. CEO David Zaslav.
Sarandos and Bruce Campbell, chief revenue and strategy officer for Warner Bros., are scheduled to appear before Lee’s subcommittee on February 3 to defend the transaction, said a source familiar with the matter. The chairman previously has said the deal raises “red flags,” focusing on the competitive impact of Netflix, the world’s No. 1 streaming service, buying a rival, Warner Bros.’ HBO Max. In the letter, the lawmaker also said the transaction would “consolidate control over an extensive content library, and increase bargaining power over creators and talent.”
Netflix has said the acquisition of the Warner Bros.’ businesses would offer consumers more choice and “greater value,” and allow filmmakers and other members of the Hollywood creative community to reach a larger audience.
Lee noted in the letter that companies sometimes use merger agreements as ways to slow or stop rivals without ever completing the transaction—the so-called “killer non-acquisition.” He asked if any Netflix or Warner Bros. board member, executive or adviser has “expressed the view” that a prolonged merger review could weaken Warner Bros. or otherwise benefit Netflix.
The lawmaker also said the deal needed to be viewed in the context of the January 15 agreement Netflix struck with Sony Pictures Entertainment to stream the studio’s films after their release in theaters and home entertainment markets.
“When considered with the WBD acquisition, these developments raise broader questions about cumulative content concentration and the potential for reduced competition across streaming markets,” Lee said.
A Warner Bros. spokesperson praised Netflix’s “hard” work in attempting to complete the transaction.
“In the interim, Warner Bros. Discovery continues to operate as a fully independent company and, under our merger agreement with Netflix, has all the flexibility it needs to do so,” the spokesperson said. “Warner Bros. Discovery is, of course, complying with all relevant laws in its dealings with Netflix.”
A spokesperson for Lee declined to comment, and a Netflix spokesperson didn’t immediately respond to a request for comment.
Throughout the letter, the senator returned to the issues raised by Netflix gaining access to confidential Warner Bros. documents “during due diligence and merger review.” He raised the possibility that Netflix could use the information anticompetitively, such as copying projects in development. The lawmaker asked for the two companies to agree to bar Netflix employees from gaining access to such information until Warner Bros. shareholders approve the transaction, which could happen in April. He also asked Netflix to confirm that its executives hadn’t gained competitively sensitive information from the Sony deal.
If Netflix and Warner Bros. already are sharing such documents, he requested that the companies tell him which Netflix and Warner Bros. employees have done so and to preserve “related documents and communications.”
Responses are due February 5, two days after the hearing is scheduled to take place. The senator cc’d Attorney General Pam Bondi and DOJ antitrust head Gail Slater, whose staff issued second requests to the merging parties on January 16 as part of its review of the deal.
