In July, twelve state attorneys general sued to stop Paramount Skydance from buying Warner Bros. Discovery (WBD) in a $110 billion deal. California’s Rob Bonta is leading that coalition, and the numbers his office put forth are hard to shrug off. Together, the two companies would control roughly 27% of wide-release theatrical film distribution and about 27% of basic cable licensing. After the merger, just three studios would remain responsible for controlling roughly three quarters of the films that actually play in theaters. For critics of the deal, that’s a sign the market is becoming too concentrated.

At first glance, that sounds like exactly the kind of concentration that antitrust law is supposed to address. But the Justice Department reviewed those same numbers and cleared the deal in June with regulators outside the U.S. approving it as well. The states aren’t arguing that the DOJ got the math wrong—they’re arguing that the math alone shouldn’t decide the case. 

Free Press, one of the groups behind the state suit, has made clear that its concerns go beyond box office shares. Its statement points to David Ellison and his father Larry, who are both aligned with the Trump administration. It also cites Defense Secretary Pete Hegseth, who publicly welcomed a change in ownership at CNN. The concern isn’t just about market shares: it’s about who ends up in charge of a major news network.

Interestingly, David Ellison is making a similar accusation from the opposite side. In a New York Times op-ed, he argued that the states’ lawsuit isn’t really about antitrust. He says it’s political retaliation tied to CNN. Bonta rejects that completely and has called it a disinformation campaign meant to distract from the actual case. So, both sides keep coming back to CNN. They just disagree over why it matters.

You can see that same split among the people who’d actually be affected. Cinema United, the theater owners’ group, praised the lawsuit the day it was filed. The group was worried about fewer studios controlling what gets released. Cinemark went the other way and pushed for California to settle instead. The Writers Guild never wavered and stayed opposed. All three groups have real money riding on the outcome, yet they disagree on whether blocking the deal would actually help them. That’s not what a straightforward antitrust case usually looks like.

And, any hope of a quiet resolution fell apart recently. Settlement talks between Bonta’s office and Paramount were scheduled for late August, but Bonta canceled them after accusing Paramount of leaking details of an earlier meeting and misrepresenting what they discussed. “Paramount did not maintain the confidentiality of that meeting,” he said in a statement. He added he’d meet with them again once the company “stops playing games.” The case is now on track for a jury trial instead of heading toward a deal. 

Underneath all of that sits a completely separate fight over the deal itself. WBD has already agreed to sell its studio and streaming business to Netflix for $27.75 a share. Paramount is offering $30 per share in cash for the entire company. You would think the higher number would settle it—it hasn’t.

Paramount sued WBD’s board and demanded access to the financial information behind its decision to back Netflix’s bid instead. A Delaware judge rejected Paramount’s request to fast-track the case. The court found that Paramount hadn’t shown the kind of immediate harm needed to justify moving faster. Paramount also launched a proxy fight to replace WBD’s board members. The company is betting that a new board would be more willing to revisit the deal.

So, there are really three fights happening under one $110 billion price tag: a multistate antitrust suit that’s effectively working around a federal clearance; a Delaware lawsuit over what WBD told its shareholders about the Netflix deal; and a boardroom proxy fight sitting underneath both. None of these run on their own. Settle the California case, and the deal moves closer to closing on Paramount’s terms. Win in Delaware, and Paramount’s offer starts to look stronger than Netflix’s no matter what happens in California. Move one piece and the value of winning the other two changes with it.

None of this means the antitrust concern is fake. A company controlling a third of theatrical film distribution and a third of basic cable presents a real concern. A federal green light doesn’t erase that.

But treating this merger as a straightforward market-share dispute misses what’s actually driving it toward a March 2027 trial. There is a fight over who controls a major news network. At the same time, there is a corporate takeover battle that neither side is willing to lose. Whether the outcome is decided in a courtroom or a boardroom, both fights are shaping the deal’s future.

Acknowledgement: The opinions expressed in this article are those of the individual author, not necessarily Our National Conversation as a whole.