The Judge Left Paramount’s Warner Merger Deal Unsigned

Judge Araceli Martínez-Olguín left Paramount Skydance’s Warner Bros. Discovery consent decree unsigned on Thursday, September 24, after she opened the file to overnight opponent briefs. The 11 a.m. Pacific Zoom hearing still went ahead.

The Block the Merger coalition had asked for a briefing calendar through October 13. The court instead capped those papers at 10 pages and a hard 12:01 a.m. Friday, September 25, deadline, then said a ruling would come in “due course.”

The Judge Left the Consent Decree Unsigned

Martínez-Olguín, who sits in the U.S. District Court for the Northern District of California, had already told the parties on Tuesday, September 22, that she would not rubber-stamp the states’ deal without questions. Case 4:26-cv-07116-AMO is the antitrust suit California and 11 other states filed on July 13 to stop Paramount from buying Warner Bros. Discovery. The companies announced their merger agreement on February 27.

At Thursday’s hearing she put the point in open court. “The court isn’t a rubber stamp of your agreement,” Martínez-Olguín said, adding that she had questions and wanted to “shore up the idea that this is not something that was the result of collusion, but instead was more of an arm’s length process.”

The court isn’t a rubber stamp of your agreement.

Judge Araceli Martínez-Olguín, U.S. District Court for the Northern District of California, September 24, 2026 hearing

Paula Blizzard, a senior assistant attorney general in California’s antitrust section, told the judge the settlement was negotiated at arm’s length, and a Paramount lawyer agreed with that description. Martínez-Olguín also asked for a written copy of the decree with any redlined amendments and for the names of the state committee that will watch compliance. She did not say when she would rule.

“I’m not the only one who has some questions for you all. There’s lots of interest,” she said. “I appreciate people are interested, but I also want to make sure that I have everything that I’m going to consider in front of me.”

What a Midnight Briefing Window Buys

Free Press, the Committee for the First Amendment, the Freedom of the Press Foundation, the Future Film Coalition, and the International Documentary Association filed an emergency motion Thursday morning, a little more than an hour before the hearing, asking for leave to oppose the settlement as amici. Their proposed schedule ran through October 13. That calendar would have pushed court paper past the date Paramount starts owing extra cash to Warner shareholders.

Paramount called the request “improper” in a separate filing and warned that a drawn-out comment process would force it to “incur tens (if not hundreds) of millions of dollars of payments while adding nothing to the record.” The company said the proposed submissions would not give the court information the existing record lacked. Martínez-Olguín granted leave to file, then stripped out the extra weeks. Tardy papers would not be read, she wrote, and any other non-party that wanted in had to file its own motion under the same clock.

The groups still made the cut. Free Press and its partners lodged the amicus brief filed Thursday night, arguing the decree is procedurally unfair because the states now speak for two camps whose interests trade off, workers and consumers who wanted a trial against a deal that lets the merger close. “The Attorney General for the lead Plaintiff State, California, publicly criticized the very behavioral remedies that the parties now ask the Court to approve,” they wrote. “But whatever the reasons for the States’ about-face, neither time nor circumstance changes the fact that this merger lessens competition.”

FILINGS BEFORE THE DEADLINE

• Joint coalition brief: Free Press, the Committee for the First Amendment, the Freedom of the Press Foundation, the Future Film Coalition, and the International Documentary Association, with Brendan Benedict of Benedict Law Group as counsel.
• LULAC: The League of United Latin American Citizens filed its own brief, and CEO Juan Proaño said Latino audiences would “pay an outsized price” if the decree is entered as drafted.
• Clergy papers: Revs. Dr. Boise Kimber and Dr. Xavier L. Thompson submitted a separate amicus.
• Senate letter: Sen. Cory Booker of New Jersey sent a letter asking the court to run an independent public-interest review before entering the decree.

LULAC’s account posted Friday that the judge had granted its request to be heard on the settlement.

The League of United Latin American Citizens (LULAC) welcomed U.S. District Judge Araceli Martínez-Olguín’s decision granting LULAC’s request to file an amicus brief addressing the proposed settlement over Paramount’s merger with Warner Bros. Discovery. pic.twitter.com/geqqrMMpqk

— LULAC (@LULAC) September 25, 2026

A public read of Thursday’s order treated it as a chance to kill the merger. The text of the order does not do that. It lets outsiders file 10 pages overnight, makes party replies to those briefs optional, and leaves the decree unentered until the judge finishes the file she said she still wanted in front of her.

October 1 Starts Paramount’s Daily Ticking Fee

Paramount’s bid is $31 per share in cash, which the company has valued at $81 billion of equity and $110 billion of enterprise value. After September 30, the merger contract adds extra cash to that price, 25 cents a share each quarter, which works out to about $7 million a day. The sum is measured by the day and paid at closing, not wired out each night, so a slip past October 1 raises the check Paramount writes when the deal finally closes.

That fee is why the coalition’s October 13 calendar was the fight inside the fight. A briefing schedule that crossed October 1 would have put Paramount on the meter while outsiders argued that the states had folded too soon. The midnight cap keeps that meter close. If Martínez-Olguín rules before October 1 and dissolves the July 24 no-close order, the extra cash never starts. If the unsigned decree sits into October, Warner shareholders collect the tick until closing.

THE WEEK THE DECREE STALLED

1. Monday, September 21: California Attorney General Rob Bonta and 11 other states announce a settlement with Paramount and ask the court to enter a five-year consent decree.
2. Tuesday, September 22: Martínez-Olguín vacates a bond hearing and sets an 11 a.m. Pacific status conference for September 24, without entering the decree.
3. Thursday, September 24: She grants overnight amicus leave, holds the Zoom hearing, and leaves the decree unsigned.
4. Thursday night, September 24: Block the Merger partners file their 10-page brief; LULAC, clergy, and Sen. Booker’s letter are also on the docket before the 12:01 a.m. cutoff.
5. Monday, September 28: Parties must reply by noon Pacific to Booker’s request for an independent public-interest review; replies to the amicus briefs are optional.
6. Wednesday, October 1: Extra cash consideration for Warner shareholders begins if the deal has not closed.

Paramount had already agreed, after a July restraining order, not to close until five days after a merits ruling or June 1, 2027, whichever came first. A trial had been set for March 2, 2027. Monday’s settlement was the path around that calendar. Thursday put a piece of the calendar back in the judge’s hands.

The Five-Year Deal Does Not Force a CNN Sale

The proposed consent decree filed Monday is a five-year operating order, not a breakup of CNN, CBS, or the film libraries. Bonta said it “is not a vote of support for this merger,” and that it still “resolves our antitrust concerns in every market alleged in our case.” Connecticut Attorney General William Tong, one of the 12, said his office had wanted a full sale of CNN and CBS News and was “deeply disappointed that we could not do more.”

On paper, the merged company would have to release 30 theatrical films a year, including 20 wide releases, in the first two years, then 32 films a year, including 21 wide releases, in years three through five. At least four films each year must be independent, and at least 20 percent must be tentpoles with budgets of $50 million or more. Miss the annual count and the company pays $30 million per missing film, with money steered to union health and retirement funds, a California film fund, and a national attorneys general antitrust fund, and it can be forced to sell Miramax if the shortfall is not cured.

Domestic production is a spending floor, not a California-only jobs clause, which is one reason the coalition called the deal toothless. Paramount pledged to spend $300 million more each year on U.S. film work than it spent in 2025, an additional $1.5 billion over five years. Bonta said about 5 percent of Paramount’s production is in the United States now. The decree also stands up a $47.5 million workforce fund over five years, an independent-film purchase fund at $5 million a year ($25 million in all), a five-year bar on selling the Paramount and Warner lots, separate cable-affiliate talks for Paramount and Warner channels, a promise to keep a free streamer in the mold of Pluto TV, and a five-person news editorial independence board for CNN and CBS, to be seated within 180 days of closing, each member a journalist with at least 10 years on the job.

THE SETTLEMENT ON PAPER

The coalition’s brief says those behavioral terms will not stop the combined company from using CBS or HBO to push up prices on weaker cable channels, and will not force more films than the two studios had already planned to release this year as separate firms. It also calls the news board unconstitutional and not independent, pointing to public comments from the Ellison side about changes at CNN. Paramount’s filing on the amicus fight said the court’s job is whether the decree is a “reasonable factual and legal determination,” not whether a non-party would have written different terms.

Sen. Booker’s Letter Now Has a Monday Deadline

The hearing’s binding homework is not the coalition brief. Martínez-Olguín told the parties to answer Sen. Booker by noon Pacific on Monday, September 28. Booker asked the court to run an independent public-interest review before entering the decree, and to account for the lack of a competitive impact statement, a public comment period, or a formal chance for theaters, distributors, workers, or viewers to be heard. Replies to the Block the Merger and LULAC briefs are optional.

That split is the delay’s actual shape. Outsiders got a night to file 10 pages. A sitting senator got a date on the calendar that the companies and the states must meet. The October 1 fee sits three days after that Monday noon. Nothing in the Thursday order says the judge will wait past October 1, and nothing says she will beat it.

WHAT WE KNOW

• The decree: It has not been entered, and the July 24 no-close stipulation still stands until she dissolves it.
• The overnight papers: The coalition, LULAC, and clergy briefs are on the docket, filed under the 12:01 a.m. cap.
• The next filing: A written reply to Booker is due at noon Pacific on Monday, September 28.

WHAT IS UNCONFIRMED

• The ruling date: Martínez-Olguín said only “due course,” with no bench order promising a day.
• The close: Whether Paramount can finish the purchase before extra cash starts on October 1 is still open.
• The remedy: There is no court finding yet that the decree will be entered, rewritten, or rejected.

The 12 states on the complaint, besides California, are Arizona, Colorado, Connecticut, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, Oregon, and Washington. They asked the court to enter the decree and let the companies close. The judge has not done either thing.

Unions Signed On While Press Groups Called It Toothless

Hollywood’s below-the-line unions did not join the midnight brief. IATSE International President Matthew D. Loeb thanked Bonta for “protections for workers, enforceable safeguards and other important commitments.” Teamsters General President Sean M. O’Brien said the union supports the settlement. SAG-AFTRA President Sean Astin and national executive director Duncan Crabtree-Ireland said the agreement “addresses some of our deep concerns about production levels and investment in U.S. production.” Directors Guild of America national executive director Russell Hollander called the terms “binding and enforceable.”

The Writers Guild had already resolved its own suit, including a $17.5 million contribution to its health fund and a five-year pause on writer layoffs at CBS News Broadcast. That side deal is not in front of Martínez-Olguín on the consent decree. The live fight is whether a five-year conduct order, with a journalist panel and a film-count penalty, is enough after the states spent the summer telling a court the merger likely violated Section 7 of the Clayton Act.

Free Press Co-CEO Jessica J. González, co-counsel on the coalition brief, said the court should reject this deal outright.

The court should reject this deal outright. It doesn’t address the anti-competitive concerns that state attorneys general themselves identified in their initial lawsuit. Nor does it bring this dangerous merger into compliance with the law. It’s full of weak and unenforceable behavioral conditions that will not protect workers, creatives or consumers.

Jessica J. González, Free Press co-CEO and co-counsel on the brief

Mara Verheyden-Hilliard, a First Amendment lawyer on the Committee for the First Amendment steering committee, said the decree “does not serve to benefit anyone except the owner family of Paramount and those holding political power who will use this corporate consolidation as a proxy force for First Amendment suppression of disfavored expression and viewpoints.” González added that hundreds of thousands of people had asked the attorneys general to try the case, and that the settlement “leaves us in the lurch.”

Those press groups wanted a trial. The unions in Bonta’s announcement wanted output floors, a worker fund, and a close. The judge now has both files, a senator’s letter, and a fee that starts on October 1 if the companies are still waiting on her signature.

The parties’ Monday noon papers go to Booker’s public-interest ask. After that, the unsigned decree and the October 1 extra-cash clock are the only dates left on the public calendar.

Disclaimer: This article is news reporting on a pending court review of a merger settlement and is for information only. It is not legal advice, investment advice, or a recommendation to buy, sell, or hold any security tied to Paramount Skydance or Warner Bros. Discovery. Readers should consult a qualified attorney and a licensed financial adviser before acting on merger, antitrust, or securities questions. Figures, court deadlines, and the status of the consent decree reflect the public filings and statements cited here and may change when the court rules or when the companies close or amend the transaction.