Oregon AG seeks 60-day delay of Paramount-Warner Bros. merger, questions DOJ approval

Oregon's motion for a 60-day delay

Oregon Attorney General Dan Rayfield filed a motion in Multnomah County Superior Court asking Judge Eric Dahlin to delay the closing of Paramount's $110 billion acquisition of Warner Bros. Discovery by 60 days. The motion, set for a hearing on Monday, also seeks a court order compelling Paramount to turn over documents related to its lobbying of the White House and the Department of Justice. Rayfield's office says Paramount has been dodging subpoenas, and that the state needs the records to assess whether the merger violates antitrust law.

We're not going to let Paramount Skydance play hide the ball so they can rush through their massive merger.

The hearing was originally assigned to Presiding Judge Judith Matarazzo for Wednesday afternoon, but she recused herself, and the case was reassigned to Judge Dahlin. Paramount's lawyers have told the court they do not intend to close the deal before July 22, extending the previous July 16 deadline by nearly a week.

Scrutiny of the DOJ's approval

The U.S. Justice Department's Antitrust Division gave the green light to the transaction last month, accompanied by an unusual public statement explaining its decision. The DOJ argued the merger would "increase competition across the media and entertainment ecosystem, with benefits for American consumers and workers." Typically, the DOJ issues statements only when it challenges a deal, not when it clears one.

Rayfield's motion suggests the approval may have been "the product of a corrupt bargain." He is seeking records of any Paramount role in composing or editing the DOJ's statement, as well as documents related to "Project Warrior," the internal name for the merger's regulatory approval strategy.

If US DOJ's merger approval was not the product of its investigation, however, the State would tend to afford it little to no credit.

Multi-front regulatory landscape

Beyond Oregon, the deal faces scrutiny from other regulators. The European Commission has a July 22 deadline to decide on the merger, and Paramount has said it will not close before that date. In the United Kingdom, Culture Secretary Lisa Nandy has stated she is "minded to intervene," though no formal decision has been announced. A coalition of state attorneys general, including California's Rob Bonta and New York's, is also weighing a legal challenge to the transaction.

Paramount's objections

Paramount has opposed the document requests, arguing in court filings that they impose burdens disproportionate to the Oregon investigation and are of marginal relevance. The company contends that its federal lobbying efforts are unrelated to whether the merger violates state antitrust law. The internal code name "Project Warrior" appears in the AG's subpoena for records of lobbying strategies aimed at obtaining regulatory approval.

Next steps

The Monday hearing will determine whether the 60-day delay is granted and whether Paramount must comply with the subpoenas. A ruling in Oregon's favor could slow the deal's momentum and encourage other states to seek similar injunctions. With the EU's July 22 deadline approaching, the merger's path to completion is narrowing.