(NEW YORK) — Paramount launched a hostile bid for Warner Bros. Discovery this week, just days after Netflix struck a deal to acquire the legacy media company.
The rival multi-billion dollar efforts to purchase streaming platform HBO Max and movie studio Warner Bros., among other assets, could upend the media industry and shape content viewed by hundreds of millions of people.
For now, the outcome remains highly uncertain. Any acquisition of Warner Bros. Discovery would likely be reviewed by the Trump administration, which could move to block a proposed merger over anti-monopoly concerns, according to antitrust experts from Vanderbilt University, the University of Tennessee and the Cardozo Law School.
The government approval process could take anywhere from several months to more than a year, the experts said.
The Department of Justice did not immediately respond to ABC News’ request for comment.
Here’s what to know about the government hurdles faced by a potential blockbuster deal to acquire Warner Bros:
What government hurdles await a bid from Netflix or Paramount?
Streaming giant Netflix appeared to win the bidding war for Warner Bros. Discovery last week, when the two firms announced a merger. Within days, however, Paramount launched a hostile bid for Warner Bros. Discovery, meaning Paramount plans to appeal to shareholders in an effort to overcome the wishes of management.
The $108 billion bid from Paramount encompasses the HBO Max streaming service, the Warner Bros. film production company and cable channels such as CNN. Netflix established its agreement with Warner Bros. Discovery at a lower price of $83 billion, though the Netflix offer excluded the cable channels.
Ultimately, the prevailing bid for Warner Bros. Discovery — whether from Paramount or Netflix — will likely face scrutiny from the Trump administration that could doom the proposal if agency officials consider the newly created company in violation of anti-monopoly law, experts said.
An antitrust review of the merger would draw on a standard established in the Clayton Antitrust Act of 1914, some experts said. The law prohibits mergers in which “the effect of such acquisition may be substantially to lessen competition, or to tend to create a monopoly.”
As part of its assessment, Trump officials would examine the market share of the newly created company, especially with regard to whether it could result in higher prices for consumers or reduced fees for creators selling content to media companies, Maurice Stucke, a law professor at the University of Tennessee, told ABC News.
An antitrust review could also focus on the potential impact on content distributors, such as movie theaters, Stucke noted.
“It’s not just a question of higher prices,” Stucke said. “It could be less content, less choice, less innovation and a decrease in quality — all of those could be a concern.”
If the Trump administration considers a potential merger illegal, a federal agency could seek a settlement under terms that would assuage government concerns.
Typically, the Federal Trade Commission or the Department of Justice (DOJ) are tasked with settlement negotiations or legal action tied to antitrust concerns.
In June, for instance, the DOJ announced a settlement agreement that permitted Hewlett Packard Enterprise’s (HPE) $14 billion purchase of Juniper Networks, a digital infrastructure firm. The settlement requires HPE to divest a part of its business and license Juniper Network’s critical software to competitors, the DOJ said.
If a settlement between the government and the firm cannot be reached, the Trump administration may move to sue the company in an effort to block the merger. A lawsuit would present a task for the Trump administration, Stucke said: “How do you prove this in court?”
The potential merger could also receive scrutiny from state-level regulators or the European Union.
How may regulators weigh a bid from Netflix or Paramount?
Proposals from Netflix or Paramount could each raise antitrust concerns, but for slightly different reasons, some experts said.
Netflix is the most popular streaming service, boasting 300 million subscribers worldwide as of late 2024, the most recent time for which data is available. The company accounts for 46% of mobile app monthly active users in global streaming, according to a CNBC analysis of data from intelligence firm Sensor Tower. After acquiring HBO Max, that share of app users would rise to 60%, CNBC said.
“Netflix has studios and a big chunk of streaming,” Sam Weinstein, a professor at the Cardozo School of Law who focuses on antitrust, told ABC News. “If you think that’s a market, they might have a big enough chunk that they can raise prices to impact streamers.”
“On the other hand, they’re a big buyer of projects. Creators might think, ‘Well now there’s one less studio to bid on my work,” he added.
Netflix may seek a broad definition of the market that includes consumers of online video, such as YouTube and short-form social media content, rather than merely traditional streaming, according to Weinstein.
“In that larger market, Netflix has a much smaller share,” Weinstein said.
Speaking to reporters on an earrings call on Friday, Netflix co-CEO Ted Sarandos voiced confidence about government approval of the merger.
“This deal is pro-consumer, pro-innovation, pro-worker, it’s pro-creator, it’s pro-growth,” Sarandos said, adding that the firm would “work really closely with all the appropriate governments and regulators.”
Paramount+ counts a smaller streaming audience than Netflix, recording about 79.1 million subscribers in September 2025, or less than a third of the audience of Netflix. The comparatively small market share for streaming could lessen concern among regulators about the potential to push up prices for consumers, some experts said.
Still, Paramount boasts a movie studio of its own, Paramount Pictures, presenting a risk of decreased competition for content production in the event of a potential merger, Rebecca Allensworth, a law professor at Vanderbilt University, told ABC News. In turn, TV shows or movies could command lower prices for creators, while actors or other workers could lose out on pay, she noted.
“At this moment, you can approach either Warner or Paramount as competitive studios,” Allensworth said. “This will take away one of those options.”
Speaking to CNBC on Monday, Paramount Skydance CEO David Ellison addressed antitrust concerns, saying the offer from Paramount compares favorably to the one from Netflix when considered through the lens of preserving a competitive industry.
“What we’re creating by putting these two companies together is a real competitor to Netflix, a real competitor to Amazon, a real competitor to Disney — not something that is so anti-competitive,” Ellison said.
Could the Trump administration take into account issues unrelated to competition?
The Trump administration may retain leeway to consider issues unrelated to competition, including potential agreements surrounding coverage at new outlets such as Warner Bros. Discovery-owned CNN, some experts said, noting the murky nature of antitrust law.
“A speeding violation or murder is fairly clear cut,” Stucke said. “With bringing an antitrust claim, there’s a lot of discretion.”
Trump, a frequent critic of major news outlets including CNN, told reporters on Sunday that he would “be involved” in the decision on a potential Warner Bros. Discovery merger. Trump’s willingness to take a direct role in deal evaluation departs from standard practice in which the president has sought to distance himself from antitrust reviews, Weinstein noted.
“The norm is that the White House wouldn’t get involved — that definitely isn’t happening here,” he said.
Speaking on the red carpet at the Kennedy Center honors on Sunday, Trump raised antitrust concerns about a potential Netflix acquisition, saying the deal “could be a problem” due to the market share of the new firm.
The circumstances afford the Trump administration leverage to extract potential concessions from a buyer like Netflix or Paramount, since in each case the purchase presents legitimate antitrust issues, granting Trump an opportunity to exercise robust oversight of the merger while seeking a favorable settlement, Allensworth said.
“Because antitrust law would likely find at least serious problems with the merger, Trump can make that all go away on terms that he agrees to,” Allensworth added.
Weinstein agreed, suggesting that their may be a court-enforceable agreement.
“It’s entirely possible you might have a consent decree with conditions that are non-competitive,” Weinstein said.
As part of a process seeking Federal Communications Commission approval for its $8 billion acquisition of Paramount earlier this year, Skydance agreed to a series of concessions that appeared to align with the views of the Trump administration, including agreements to forego implementation of diversity, equity or inclusion programs and appoint an ombudsman.
In a statement when the acquisition was approved in July, FCC Chairman Brendan Carr said the changes aimed to improve public trust in mainstream news outlets like CBS.
“Americans no longer trust the legacy national news media to report fully, accurately, and fairly. It is time for a change,” Carr said. “That is why I welcome Skydance’s commitment to make significant changes at the once storied CBS broadcast network.”
Experts underscored the uncertainty surrounding the outcome of a potential review of the Warner Bros. Discovery merger.
“If it’s a straight-up merger under antitrust guidelines, that’s one thing,” Weinstein said. “If you can win favor of the administration by making promises, that makes the deal unpredictable.”
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