Paramount Merger Trial Set for March 2027 as Delay Costs Could Reach $1.5 Billion

Paramount will have to wait until March 2027 to defend its proposed $111 billion acquisition of Warner Bros. Discovery at trial, a schedule that could expose the company to as much as $1.5 billion in additional costs if the deal remains unfinished.

A federal judge set the antitrust trial to begin March 2, rejecting Paramount’s request to start proceedings as early as November. The case was brought by a coalition of 12 states seeking to block the merger.

The later trial date carries significant financial consequences under Paramount’s agreement with Warner Bros. Discovery. Beginning October 1, Paramount must pay Warner Bros. Discovery shareholders about $7 million for each day the transaction remains open.

The payments could continue beyond the trial because the court is not expected to rule immediately after testimony concludes. Paramount’s potential delay costs could approach or exceed $1.5 billion depending on when a decision is issued and whether the merger receives approval.

Paramount said it respects the court’s scheduling decision and remains prepared to defend the transaction. A company spokesperson described a trial on the merits as the most direct way to show that the acquisition is lawful and does not violate federal antitrust law.

The company also maintained that the states’ claims lack support and said it intends to pursue the merger as quickly as the court process allows.

Paramount had sought a November trial, while the states proposed beginning the case in April 2027. The judge selected a date between those positions and scheduled 12 trial days from March 2 through March 19. Proceedings are expected to run each day from 8:30 a.m. to 1:30 p.m.

A final pretrial conference is scheduled for February. The parties are expected to complete post-trial briefing in early April, after which the judge will consider the evidence and legal arguments before issuing a ruling.

The states are asking the court to prevent the acquisition on the grounds that combining Paramount and Warner Bros. Discovery would reduce competition. Antitrust laws allow the government and state officials to challenge mergers that may give a company too much control over a market, weaken competition, or leave consumers with fewer choices.

Paramount will be required to show that the proposed combination would not create the competitive harm alleged in the lawsuit. The states will need to establish that the merger is likely to substantially lessen competition in one or more defined markets. The dispute is expected to focus on the companies’ film, television, streaming and news operations.

Paramount’s legal team is led by Beth Wilkinson, who represented Microsoft during the Federal Trade Commission’s unsuccessful effort to block its acquisition of Activision Blizzard. Wilkinson joined the Paramount case last month and is working alongside attorneys Jeffrey Kessler and Paul Clement.

The states are represented in part by Milbank partners Richard Parker and James Weingarten. Weingarten previously served as the FTC’s chief trial counsel in the Microsoft and Activision Blizzard case, placing attorneys from that earlier merger dispute on opposing sides of the Paramount litigation.

The states’ challenge is one of several lawsuits seeking to stop the deal. The Writers Guild of America and a group of Paramount shareholders have also filed separate cases challenging the acquisition.

Paramount CEO David Ellison has argued that opposition to the transaction extends beyond traditional antitrust concerns. In an opinion article published by The New York Times, Ellison said the dispute has become focused on whether he should be allowed to control CNN, which is owned by Warner Bros. Discovery.

Ellison wrote that public criticism has centered on his political views and how he might oversee the network. He said he has supported candidates from both major political parties and does not intend to direct news coverage according to his personal beliefs.

The March 2027 trial will determine whether the states can establish grounds to block the acquisition. Paramount’s daily payments are scheduled to begin five months before the trial and could continue while the court considers its ruling.