International Politicians Warn David Ellison About Paramount-WBD Merger Regulatory Concerns

A coalition of leaders led by Reps. Sam Liccardo and Deborah Ross raise questions to the CEO

Paramount and Warner Bros. are due to merge
The Paramount-Warner Bros. deal has been approved by shareholders, but State Attorneys General and regulators offer new hurdles

Paramount-Skydance’s upcoming acquisition of Warner Bros. Discovery has raised concerns among international politicians, who warned CEO David Ellison of the extensive regulatory review the deal will face in both the United States and the European Union.

Led by Congressman Sam Liccardo (CA-16) and Congresswoman Deborah Ross (NC-02), the international coalition of leaders — which includes France’s Nathalie Loiseau, Italy’s Brando Benifei and Germany’s Andreas Schwab — sent a letter to Ellison on Thursday raising concerns about the deal’s “significant regulatory concerns across multiple jurisdictions.”

Specifically, the leaders flagged public statements suggesting the acquisition will face “minimal regulatory scrutiny or will likely receive swift approval,” which they noted appear “premature,” given that shareholder approval has “no bearing on the rigorous and comprehensive review under all applicable competition, national security, editorial independence and media and cultural plurality frameworks that this transaction must now undergo.”

Given the leaders’ responsibility to “safeguard consumers from consolidation that may reduce competition, increase prices, diminish innovation or limit consumer choice,” the letter notes that the transaction, “if not fully compliant with a due authorization process and respecting all applicable legislation, could substantially lessen competition across interconnected markets, including film and television production, content licensing, theatrical distribution and streaming services.”

“It could, thereby reduce consumer choice and increase prices,” the letter read, explaining that the European Commission and the European Parliament will closely examine “market definition, market share threshold, customer substitutability, vertical integration effects and downstream impacts in the Internal Market.”

The coalition also listed concerns from lawmakers regarding the “significant financing” from “foreign sovereign wealth funds,” pointing to reported investors including funds associated with the United Arab Emirates, Qatar and the Saudi Public Investment Fund, which “raise serious questions regarding national security, editorial independence, foreign state influence and the potential for review by the Committee on Foreign Investment in the United States (CFIUS).”

Additionally, the letter warned about the acquisition’s impact on “media pluralism,” calling for “internal safeguards to guarantee that editorial decision making remains independent of the interests of corporate shareholders,
particularly third-country investors.”

“Public trust requires a rigorous and transparent review process. Please consider this letter formal notice that any suggestions the transaction has effectively cleared regulatory hurdles, are false,” the letter continued. “We encourage caution
in public communications regarding anticipated timelines or likelihood of approval, to avoid any risk of misleading shareholders or the public. We caution against creating artificial expectations in financial markets regarding deal certainty, which could give rise to protracted litigation. Regulatory outcomes remain independent determinations based on statutory standards, not transaction size or political influence.”

With an “extensive set of regulatory review processes” awaiting the acquisition, the letter concluded by noting the coalition expects “further engagement
on this matter, including testimony and hearings before the relevant congressional and parliamentary committees of jurisdiction.”

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