California Attorney General Rob Bonta signaled openness to forcing changes in corporate structure to resolve his office’s antitrust suit against the proposed Paramount–Warner Bros. Discovery tie-up, but he rejected so‑called behavioral promises — such as a pledge to release a fixed number of films each year — as ineffective and hard to police. With a March trial looming, that stance raises the stakes for any settlement and for the future of studio operations in California.
Speaking at a Politico event in Sacramento, Bonta said regulators are prepared to consider remedies that separate business units or preserve competition in specific markets, rather than relying on voluntary commitments from the merged company. He framed those voluntary commitments as unenforceable assurances that do little to address the competitive harms his complaint alleges.
The lawsuit, led by California alongside other state attorneys general, targets a roughly $111 billion deal and argues the merger would reduce competition in three key areas: theatrical wide releases, large-scale blockbuster films and cable programming. The trial is set for March, and the dispute has already prompted public sparring: owner David Ellison has vowed the combined studio would distribute 30 films annually and warned he may relocate Paramount out of California if settlement talks do not begin by Oct. 1.
Why structural fixes, not promises?
Bonta described structural measures as actions that would preserve separate corporate identities or business lines where competition is at risk — steps he said regulators can monitor and enforce. In contrast, he dismissed pledges about future behavior — whether to produce a set number of movies or maintain certain practices — as “behavioral remedies” that are often ineffective because they rely on future goodwill rather than enforceable change.
- Structural remedies — divestitures, ring-fencing assets, or keeping specific units independent in targeted markets.
- Behavioral remedies — commitments to act a certain way going forward, such as quotas or production targets, which regulators view as difficult to verify and enforce.
Bonta said the Department has repeatedly prevailed on key procedural and legal issues so far, and that his office would be willing to consider settlement proposals that include “real, robust structural remedies” addressing the specific competitive concerns laid out in the complaint.
Politics and the press: a separate debate
Ellison’s camp has suggested the case is politically motivated and tied to concerns about bringing CBS News and CNN together under the same ownership. Bonta pushed back, saying the lawsuit is strictly an antitrust action focused on markets and competition, not an attack on news outlets. He noted the complaint barely mentions CNN and criticized what he called a public relations campaign to recast the legal fight as political.
At the same time, Bonta emphasized his personal commitment to a free and independent press, saying that protecting journalism is important to him but distinct from the antitrust issues his office is pursuing.
When asked about a Wall Street Journal report that Governor Gavin Newsom had urged the attorney general to seek a settlement, Bonta declined to discuss private conversations, describing his relationship with the governor as close and confidential.
What this could mean for Californians
The outcome of this case will have ripple effects beyond boardrooms. Potential consequences include how many major films get widespread theatrical distribution, the stability of jobs tied to studio production and post-production in California, and the degree of choice available to theaters, cable programmers and consumers.
- Workers: consolidation can affect staffing levels, bargaining leverage and where production takes place.
- Consumers: fewer large independent studios could influence film variety, release patterns and ticket prices.
- Local economy: studio relocation or asset shifts would have tax and employment implications for California communities.
Paramount’s chief legal officer, Makan Delrahim, was scheduled to speak later at the same conference, underscoring how high-profile and closely watched this dispute has become in industry and political circles.
Next steps to watch: whether the parties enter earnest settlement discussions before the Oct. 1 deadline Ellison publicly set; whether any settlement includes the kind of enforceable structural changes Bonta says his office would accept; and how the March trial unfolds if talks fail. The case will test how far state antitrust authorities can go to reshape major media mergers and what remedies are deemed practical and legally durable.
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