Three Democratic Senators are urging FCC Chairman Brendan Carr to prevent the $110 billion Paramount-Warner Bros. Discovery merger from closing until its pending foreign ownership review can be completed.
Paramount has maintained that the “indirect foreign ownership of equity interests” in the combined company will be 49.5% and will not result in a transfer of control. However, it has asked the FCC to allow foreign investors “in the aggregate to indirectly hold up to 100 percent of its equity and/or voting interests in light of routine fluctuations in publicly held equity interests and to account for potential future investments.”
The 49.5% is nearly double the statutory threshold prohibiting foreign entities from holding more than 25% equity or voting interest in a U.S.-organized entity that controls an FCC-issued license without prior Commission approval. About 38.5% of that investment would be controlled by three Middle Eastern sovereign wealth funds.
“Paramount’s petition acknowledges that the Gulf sovereign wealth funds hold non-voting Class B shares and exercise no actual control, which does not allay national security concerns,” Sens. Cory Booker, Adam Schiff and Elizabeth Warren wrote in a letter on Friday. “Their advance approval request for up to 100 percent aggregate foreign ownership therefore exceeds what the Commission’s January 2026 rules permit. The Commission should reject that request out of hand.”
As part of the FCC foreign ownership review process, the deal is being scrutinized by the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector, which evaluates potential national security risks.
The letter states that the committee was required to send tailored questions to Paramount by May 29, with its initial 120-day review period kicking off once the media giant’s responses are complete. Under this timeline, that would push the review to late September and require a second 90-day assessment period if potential national security risks are identified.
“Paramount’s stated intention to close the deal by July is flatly incompatible with a statutorily required national security review that may not yet have begun,” the letter continues. “The Commission must issue a formal notice making clear that this transaction may not close while this proceeding is pending.”
In addition to requesting the formal notice and rejection of up to 100% foreign ownership, Booker, Warren and Schiff asked the FCC to publicly disclose all foreign investment commitment documents, provisions and commercial agreements and to confirm that the national security review is underway and provide a projected timeline for its completion.
It also asks the FCC to confirm whether Attorney General Todd Blanche is serving as the committee’s chair and will recuse himself from the review given the sovereign wealth funds’ documented ties to the Trump administration.
Additionally, it calls for a “public-facing finding” upon completion of the national security review that includes the FCC’s full public interest analysis, the national security considerations weighed, and the basis for any approval, conditional approval, or denial.
“The Commission has an obligation to honestly answer a fundamental question: whether placing 49.5 percent of the equity in the parent company of CBS, CNN, and 28 broadcast television stations into the hands of three foreign governments serves the American public,” the letter concludes. “We are prepared to pursue every available avenue—legislative, oversight, and legal—to ensure that it does.”
The letter comes as Carr has said that the FCC’s role in reviewing the Paramount-Warner Bros. merger would be minimal.
In an FCC filing last week, Paramount’s legal team said there was “ample precedent” that supports foreign investment of up to 100% and that the foreign investors have provided “much-needed capital to U.S. broadcasters, allowing them to upgrade their facilities and technology, invest in programming, and maintain the quality of their service to the public.”
They also cited a provision that the foreign ownership of broadcast licenses should only be barred if the Commission finds that the public interest will be served by the the refusal or revocation of such license.
“The company has repeatedly committed, and reaffirms here, that no foreign investor will have the ability to control Paramount or the Licensees,” the media giant added. “To the contrary, Paramount will ensure that there will be no interference with the editorial or decision-making policies of its broadcast stations (or CBS News or any other facets of Paramount’s news and entertainment programming).”
In addition to the FCC, the transaction is being reviewed by the European Commission and United Kingdom’s Competition and Markets Authority. State attorneys general are also conducting their own review of the deal and could sue to block it as early as this month.
