Oregon legal challenge stalls Paramount–WBD takeover, closing pushed past July 22

Oregon’s challenge to Paramount Skydance’s proposed takeover of Warner Bros. Discovery has shifted the fight from a conventional merger timetable to a state-court records dispute. Attorney General Dan Rayfield said Oregon is asking a Multnomah County judge to force Paramount to turn over documents tied to the state’s antitrust review and to bar the company from closing the transaction for 60 days while officials examine them. Paramount has already told Oregon it will not close before July 22, extending an earlier commitment not to close before July 16. ### Why is Oregon in court if federal regulators already cleared the deal? The Oregon Department of Justice said July 8 that Paramount Skydance “has refused to comply with state law and is evading review” in the state’s investigation of the proposed acquisition of Warner Bros. Discovery. Rayfield’s office filed a motion seeking an order to show cause, asking the court to compel production of documents demanded in a civil investigative demand and to enjoin closing until the records are produced and reviewed. (doj.state.or.us) The U.S. Justice Department approved the merger in June, according to CNBC and Politico, but state attorneys general have continued their own review of whether the combination would unlawfully reduce competition. Reuters reported that California Attorney General Rob Bonta has been leading a multistate investigation into the $110 billion deal. ### What exactly is Oregon asking the judge to do? (doj.state.or.us) A motion filed in Multnomah County asks the court to require Paramount to appear and explain why it should not be ordered to comply with Oregon’s document demand. The filing also asks the judge to bar Paramount from closing its acquisition of Warner Bros. Discovery until 60 days after the company complies, giving Oregon time to review the records. (cnbc.com) NBC News reported that Rayfield said Paramount had previously told the state it would not close before July 16, but Oregon wanted a court order because that commitment did not resolve the state’s records dispute. By July 8, Paramount had extended that standstill and said it would not close before July 22, according to Rayfield’s office and Reuters. (doj.state.or.us) ### Why does July 22 matter now? July 22 is now the earliest date on which Paramount has told Oregon it could close the transaction. TheWrap and Reuters reported that the company pushed back its closing timeline by another week as Oregon pursued its court order. The European Commission also lists July 22 as the changed provisional deadline in its merger review after Paramount submitted commitments on June 30. (nbcnews.com) The Commission’s case page shows the deadline change followed those proposed remedies. ### Are other states preparing a broader case? CNN reported that lawyers for several states are finalizing an antitrust lawsuit that could be filed next week, though the timing could still change. (thewrap.com) Reuters separately reported that California and other states concerned about competitive harm could sue as soon as next week to block the transaction. (competition-cases.ec.europa.eu) TheWrap reported last month that roughly 10 states were discussing a complaint and the logistics of filing. None of those reports said a final list of participating states had been set. ### What are merger supporters saying at the same time? A PR Newswire release published July 9 said Stephen Moore, a former senior economic adviser to President Donald Trump, and Robert Wolf, former CEO and chairman of UBS Americas, backed the deal in a report arguing it would strengthen competition, expand consumer choice and support jobs. (finance.yahoo.com) The release described the report as a bipartisan economic and antitrust analysis favoring approval. (thewrap.com) That public campaign is running alongside the court fight in Oregon and the multistate antitrust preparations. Oregon’s motion is set for a hearing on Monday in Multnomah County, and any separate multistate complaint, if filed, is expected as soon as next week. (variety.com) (prnewswire.com)