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merger

Paramount-Warner Bros. Discovery Merger Hit With Multistate Antitrust Lawsuit

A coalition of 12 state attorneys general sued Monday to stop Paramount Skydance’s planned acquisition of Warner Bros. Discovery, arguing that the merger would reduce competition across the film, television, streaming and cable industries.

The transaction is valued at approximately $111 billion, making it one of the largest media mergers ever proposed. The states’ case also focuses specifically on the market for “tentpole” films, costly blockbuster releases that generate a significant share of major studios’ revenue.

The antitrust lawsuit was filed in the U.S. District Court for the Northern District of California and is led by California Attorney General Rob Bonta. Attorneys general from Arizona, Colorado, Connecticut, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, Oregon and Washington also joined the case.

“The unlawful merger of these two entertainment behemoths would lead to higher prices, lower quality, and less content for film and television, harming movie theaters, basic cable distributors, and ultimately, audiences on every sofa and movie theater seat in the U.S.,” Bonta said in a release.

“The coalition has asked Warner Bros. and Paramount not to close the merger until after the judicial process concludes, and if they do not agree, the coalition will be filing a temporary restraining order.”

Paramount pushed back against the allegations, saying it was willing to address genuine competition concerns but did not believe the WBD transaction presented any.

“We are confident the facts and the law support this transaction, and we will continue to defend it vigorously,” a Paramount spokeswoman said.

The lawsuit represents the most substantial remaining legal threat to the merger in the United States after the Antitrust Division of the U.S. Department of Justice completed its review in mid-June and declined to challenge the deal.

“The Division has completed its analysis of the proposed merger of Paramount and Warner Bros. and determined based on the evidence received in its investigation that the transaction is not likely to result in harm to competition or American consumers.”

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The states’ action also reflects a broader effort by state attorneys general to pursue antitrust cases independently as federal regulators under President Donald Trump have approved major transactions or settled other competition lawsuits.

In April, state officials obtained a restraining order temporarily halting the proposed combination of broadcasters Nexstar and Tegna. That same month, a coalition of states secured a jury verdict finding that Live Nation, the owner of Ticketmaster, had operated as a monopoly after the Justice Department settled its portion of the case.

Internationally, Paramount has received clearance from more than 20 countries and regions, including China and Australia. The European Union is still reviewing the transaction, however, and the European Commission has set a new provisional deadline of July 22.

The commission said in a public filing this month that Paramount had submitted concessions intended to address concerns about the merger. Britain is also among the jurisdictions that have not yet approved the acquisition, and a British government official said in June that the country was leaning toward conducting its own examination.

If completed, the merger would unite Paramount and Warner Bros., two of Hollywood’s oldest and most recognizable film studios, under one corporate owner. It would also combine the companies’ major streaming services, Paramount+ and HBO Max.

The deal would create the largest collection of television networks in the United States. Paramount’s portfolio includes the CBS broadcast network and cable channels such as MTV and BET, while Warner Bros. Discovery owns CNN, TNT and several other major networks. The resulting company would bring CBS News and CNN under a single media organization.

In their lawsuit, the states pointed to the scale of the proposed company, alleging that it would control nearly one-third of the film market and close to one-third of basic cable television programming.

Paramount has argued that a company of that size is necessary to compete with streaming heavyweights such as Netflix and Amazon. It has also said that savings from combining the two businesses would allow it to spend more on programming and deliver stronger content to consumers.

Concerns about the transaction have grown across Hollywood, where actors, documentary filmmakers and producers have warned that further consolidation could lead to fewer theatrical releases, reduced spending on film and television projects and significant job losses. More than 1,000 writers, performers and directors signed a letter in April opposing the merger.

Paramount CEO David Ellison has said he is committed to protecting jobs after the transaction. In sworn declarations filed last month in a separate lawsuit brought by streaming subscribers, Paramount executives said the combined company planned to release at least 30 movies in theaters each year.

The executives also said new films would remain exclusively in theaters for at least 45 days before becoming available on streaming platforms.

Paramount additionally floated potential investments in California while attempting to avoid a state challenge. One proposal involved creating a $50 million training fund for unionized workers whose jobs could be disrupted by emerging technologies, including artificial intelligence, according to people familiar with the discussions.

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Bonta has publicly indicated that he favors “structural remedies” to address his competition concerns, a term that generally refers to requiring a company to sell or spin off part of its business rather than relying solely on promises about its future conduct.

Warner Bros. Discovery shareholders approved the transaction in April. Ellison said during a recent earnings call that the deal remained on schedule to close by September.

Under the agreement, Paramount would owe Warner Bros. Discovery shareholders roughly $650 million in cash for every quarter the transaction remains unfinished beginning in October.

Ellison first turned his attention to WBD last September. Within weeks of the Paramount-Skydance merger closing, the newly combined company made its initial approach, triggering multiple bids and eventually prompting a formal sale process.

David Ellison, a producer whose credits include “Top Gun: Maverick,” acquired Paramount last year with financial backing from his father, Oracle co-founder Larry Ellison. He later mounted a campaign to outbid Netflix for Warner Bros. Discovery and reached an agreement to buy the company in February.

Warner Bros. Discovery had initially agreed to sell its film studio and streaming businesses to Netflix. Paramount later disrupted that agreement by launching a hostile takeover effort and revising its offer.

Netflix ultimately abandoned its deal, leaving Paramount with an agreement to purchase all of Warner Bros. Discovery for $31 per share.

Lawmakers in the United States and Europe subsequently scrutinized the transaction, including the foreign financing involved in Paramount’s bid.

The acquisition has also renewed attention on the Ellison family’s relationship with Trump. Larry Ellison is a friend of the president, and David Ellison attended a CBS News dinner in Washington in April where he sat with Trump and Paramount Chief Legal Officer Makan Delrahim.

Acting Attorney General Todd Blanche was also present at the event, which was held while the Justice Department was still reviewing the merger.

Paramount has expanded its legal team in preparation for a possible court battle. Its hires include Jeffrey Kessler, the Winston Taylor attorney who represented the states in their successful Live Nation case, and Paul Clement of Clement and Murphy, who is known for arguing cases before the Supreme Court.

doj

New DOJ Memo Finds No Epstein ‘Client List’ or Blackmail Evidence

For months, former Florida Attorney General Pam Bondi stoked public anticipation over unreleased documents tied to disgraced financier Jeffrey Epstein, hinting they could contain explosive revelations. Her statements fueled widespread speculation, especially among Trump-aligned conspiracy circles, who hoped the files might finally name powerful figures and expose hidden crimes.

But a newly released Justice Department memo delivered a reality check. The document, made public Monday, largely reaffirmed prior investigative findings that Epstein died by suicide in a Manhattan jail cell in 2019 while awaiting trial for sex trafficking charges.

Contrary to feverish rumors, the memo stated clearly that no incriminating “client list” was found. Nor was there credible evidence that Epstein had blackmailed elite associates.

“This systematic review revealed no incriminating’ client list.’ There was also no credible evidence found that Epstein blackmailed prominent individuals as part of his actions. We did not uncover evidence that could predicate an investigation against uncharged third parties.”

The memo went on to dismiss demands for further document dumps, stating, “No further disclosure would be appropriate or warranted,” and citing a comprehensive and conclusive review by both the Justice Department and the FBI.

Since Epstein’s death nearly six years ago, the case has become a magnet for conspiracy theories. Among some conservative supporters of Donald Trump, Epstein’s name has become shorthand for elite corruption, cover-ups, and claims that the truth is being intentionally withheld. Bondi and FBI Director Kash Patel were both accused by these groups of deliberately delaying the release of Epstein-related materials.

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Earlier this year, Bondi promised the public a “Phase 2” release of the Epstein files, a sequel to a February document dump that drew criticism for being anticlimactic, as much of the material was already publicly available. The latest release, which included hours of surveillance footage from outside Epstein’s jail cell, was similarly underwhelming.

That footage, long rumored to exist, shows the hallway outside his cell the night of his death, but is conspicuously missing a key moment. A digital timestamp jumps abruptly from 11:58:58 p.m. to 12:00 a.m., omitting a full minute. Officials offered no immediate explanation for the gap.

The memo also directly addressed the proliferation of misinformation surrounding the case.

“One of our highest priorities is combating child exploitation and bringing justice to victims. Perpetuating unfounded theories about Epstein serves neither of those ends.”

Despite the firm tone, questions lingered. At a Fox News appearance earlier this year, Bondi claimed she had a so-called client list “sitting on my desk right now to review.”

When asked about this apparent contradiction on Monday, White House press secretary Karoline Leavitt said Bondi was referring more broadly to the Epstein case file, not any specific list. “The Trump administration is committed to truth and transparency,” Leavitt insisted.

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The issue has also drawn the ire of public figures. Tech mogul Elon Musk, in the midst of a personal feud with President Trump in June, suggested on social media that the Epstein records were being suppressed to protect the former president. “Time to drop the really big bomb,” Musk posted. “Trump is in the Epstein files. That is why they have not been made public.”

In Congress, skepticism also persists. Senator Ron Wyden, a Democrat from Oregon, criticized the decision to halt further disclosures. His office has been investigating over $158 million paid by billionaire Leon Black to Epstein for tax and estate consulting.

“My committee investigators have seen substantial evidence in the possession of the Trump administration pertaining to prominent Wall Street figures financing Epstein’s operations. The best-case explanation for the Trump administration on their mishandling of the Epstein case is rank incompetence, but the much likelier explanation is that Trump and wealthy people around him have things to hide.”

Black has denied any wrongdoing, stating he was unaware of Epstein’s illegal conduct at the time and paid him solely for financial advice.

It’s important to note that Epstein’s files likely contain names that, while intriguing, do not necessarily indicate guilt. Case documents often mention witnesses, victims, and even bystanders.

Epstein and Trump had a documented acquaintance dating back decades. In a 2002 New York magazine profile, Trump called Epstein “a terrific guy,” praising his charisma and social circle. Notably, he added, “It is even said that he likes beautiful women as much as I do, and many of them are on the younger side.”

Though Epstein is dead and his associate Ghislaine Maxwell has been tried and imprisoned, public fascination with the case endures, fueled as much by what’s known as by what remains shrouded in mystery.

ice

SCOTUS: Federal Government Must Act to Return Man Mistakenly Deported to El Salvador

The Supreme Court has mandated the Trump administration act swiftly to return a Maryland man who was mistakenly deported to El Salvador back to the United States. In a 9-0 ruling, the justices sustained a lower court’s directive to retrieve Kilmar Abrego Garcia, adding that a judge in the case may have exceeded her authority.

jetblue

Justice Department Files Lawsuit to Block JetBlue’s Acquisition of Spirit Airlines

The United States Department of Justice has filed a lawsuit to halt JetBlue’s $3.8 billion bid to acquire Spirit Airlines. It has been over 20 years since the government last intervened to prevent a merger between US airlines.

Attorney General Merrick Garland announced the lawsuit on Tuesday. President Joe Biden’s administration has long advocated for increased competition among businesses, particularly in the airline industry, to protect consumers and reduce prices

Spirit Airlines is well-known for providing customers with affordable flight options and is the country’s largest ultra-low-cost competitor to major carriers. Garland is concerned that the merger will negatively impact customers who rely on the company’s affordable fares.

“If not blocked, the merger of JetBlue and Spirit would result in higher fares and fewer choices for tens of millions of travelers across the country. The Justice Department is suing to prevent that from happening. Companies in every industry should understand by now that this Justice Department will not hesitate to enforce antitrust laws and protect American consumers.”

Within the last 22 years, five airline mergers have been allowed by the Justice Department, resulting in the consolidation of nine major airlines into four national carriers in the United States (American Airlines, Delta Airlines, United Airlines and Southwest Airlines). Currently, around 80% of all domestic flights in the U.S. are serviced by just four airlines.

JetBlue argues that the new merger would create a stronger competitor to those four major airlines, causing fares to fall rather than rise. According to JetBlue, due to the four airlines dominating the U.S. market, JetBlue and Spirit can only compete with each other rather than larger carriers.

However, according to the lawsuit, average fares on routes have fallen by 17% once Spirit began to serve them.

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To foster healthy competition, the company has proposed forfeiting landing and takeoff slots and gates at overcrowded airports to other low-cost airlines.

“The combination of JetBlue and Spirit plus the rapid growth of ultra-low-cost carriers will assure increased competition and low fares,” JetBlue said in a statement.

“JetBlue’s combination with Spirit allows it to create a compelling national challenger to these dominant airlines while also ensuring ultra-low-cost carrier options remain available in overlap markets. While JetBlue, with its highly unique combination of low fares and great service, will be able to expand with new national breadth as a result of the transaction, it will remain a significantly smaller player than each of the Big Four airlines. According to the data, a combined JetBlue and Spirit will have only about 9% market share, compared to about 16-24% for each of the four largest airlines, but the added scale and ability to further grow will result in meaningful competition on more routes to more destinations and greater opportunities for Crewmembers and Team Members of both airlines.”

JetBlue plans to close its deal with Spirit by the year’s end and hopes to get the lawsuit dismissed by then. The merger would form the fifth-largest airline in the U.S.. JetBlue has also spent the past 18 months defending itself against a separate lawsuit brought forward by the Justice Department alleging its Northeast alliance with American Airlines is predatory.

The Justice Department claims that the two airlines conspired to increase prices and limit options for travelers flying to and from major Northeastern cities in the United States. The companies traded information on flight schedules, pilot rosters, and aircraft sizes to use for each flight. They also shared revenues earned at these airports and pooled their gates and takeoff/landing authorizations.

“Approximately 75% of JetBlue’s total capacity is tied up in the Northeast Alliance,” the Justice Department stated in the recent lawsuit.

“That means JetBlue today coordinates its capacity decisions and shares its revenues with American Airlines on the vast majority of its flights. In other words, JetBlue no longer competes with American Airlines on those flights — and if this acquisition happens, Spirit won’t either.”

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Initially, Spirit Airlines was opposed to the merger with JetBlue on the grounds that it would increase fares and therefore present too many obstacles for regulatory approval. Instead, it planned to merge with Frontier Airlines—another ultra-low-cost airline carrier. However, it has now abandoned that plan since JetBlue outbid Frontier Airlines.

In his statement, Garland referenced the Spirit Airlines board’s statement back when they opposed the merger with JetBlue.

“A court will be very concerned that a JetBlue-Spirit combination will result in a higher cost, higher fare airline that would eliminate a lower cost, lower fare airline and eliminate about half of lower cost capacity in the United States.”

“We agree,” Garland added after reading the quote.

Principal Deputy Assistant Attorney General Doha Mekki of the Justice Department’s Antitrust Division stated, “This transaction occurs against the backdrop of years of airline consolidation in the United States.”

“JetBlue’s proposed acquisition of Spirit eliminates a disruptive, low-cost option for millions of Americans. Whether they fly Spirit or not, travelers throughout the United States benefit from an independent Spirit because where Spirit competes, other airlines – including JetBlue – are forced to compete more vigorously by lowering fares, offering greater innovations and delivering more consumer choice.”

The Justice Department and two other federal agencies—the Department of Transportation and the Federal Communications Commission—will need to approve the deal before it can be finalized. However, the decision ultimately rests with the federal courts that will hear the case.

Olympics

Simone Biles, Other Victims Of Larry Nassar To File $1 Billion In Claims Against FBI

The more than 90 women who were sexually abused by former USA Gymnastics team doctor Larry Nassar have filed claims up to $1 billion dollars against the FBI for failing to stop the doctor when the agency first received allegations against him, attorneys said Wednesday.

Among those claimants are Olympic gold medalists Simone Biles, Aly Raisman, and McKayla Maroney, along with world champion gold medalist Maggie Nichols. According to their firm Manly, Stewart & Finaldi, each woman has asked for more than $50 million.

According to the Federal Tort Claims Act (FTCA), claimants have to give government agencies notice before a lawsuit is filed in federal court. The agency then has six months to respond to the tort claims, either settling with the claimants or denying a claim.

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According to attorneys, the FBI possessed numerous claims of Nassar’s abuse over a number of years and across the globe by July 2015, but were “grossly derelict in their duties resulting in Nassar sexually assaulting approximately 100 young women and children between July 28, 2015 and September 12, 2016.”

In July 2021, a Justice Department inspector’s investigation and review into the FBI’s handling of Nassar found that “fundamental” and “inexcusable” errors were committed by the agency, and that the case was not treated with the “utmost seriousness.”

“The FBI knew that Larry Nassar was a danger to children when his abuse of me was first reported in 2015,” Nichols said in a statement. “It is time for the FBI to be held accountable.” Maroney voiced similar disappointment, saying that every institution supposed to protect them, betrayed them.

“I had some hope that [the Department of Justice] would keep their word and hold the FBI accountable after we poured out our hearts to the US Senate Judiciary Committee and begged for justice. It is clear that the only path to justice and healing is through the legal process.”

Nassar, 58, first joined the USA Gymnastics team in 1986 as an athletic trainer. According to a 2016 lawsuit, a gymnast alleged Nassar abused her in 1994 and continued to do so for six years. Over the next two decades, Nassar would continue his sexual abuse, with his victims as young as six.

After several instances of being clear of wrongdoing by Michigan State University, where he worked as a team physician, Nassar’s abuses would come to light as he was charged with three counts of first-degree criminal sexual conduct with a person under 13, along with being indicted on federal child porn charges.

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From 2017 to 2018, Nassar would eventually plead guilty to 10 total counts of first-degree criminal sexual conduct, and was sentenced to 60 years in prison on child pornography charges and 40-to-125 years on sexual assault charges.

In April, 13 of Nassar’s victims filed separate claims against the FBI totaling $130 million, saying the FBI had turned a “blind eye” towards the abuse. However, in May, the Justice Department announced it wouldn’t be bringing charges against the two former FBI agents accused of mishandling the case.

It was the third time the Justice Department had refused to bring charges against the FBI. Despite the investigation finding that the former agents likely provided incomplete information on the circumstances, more was needed to file.

“This does not in any way reflect a view that the investigation of Nassar was handled as it should have been, nor in any way reflects approval or disregard of the conduct of the former agents,” the Department stated.

Netflix on TV Screen

Texas Grand Jury Indicts Netflix For Controversial ‘Cuties’ Film 

A grand jury located in Tyler County, Texas has indicted Netflix on criminal charges that allege the streaming service is promoting “lewd visual material of a child” within their new film “Cuties.” The French film originally premiered at Sundance film festival earlier this year and was meant to be a commentary on the over-sexualization of children in the media and online with influencer culture, however, to a majority of viewers it felt as though the film is more so contributing to that problem, rather than speaking out against it. 

The director of the film, Maïmouna Doucoure, has defended the film multiple times, despite the multiple petitions and calls for Netflix to remove the film from the platforms. According to IMDB, “Cuties” follows an 11-year-old girl named Amy who joins a new group of dancers called the cuties. Amy eventually “grows aware of her burgeoning femininity – upsetting her mother and her values in the process.” 

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“I decided to make this film and sound an alarm and say we need to protect our children. It’s bold, it’s feminist, but it’s so important and necessary to create debate and try to find solutions, for me as an artist, for politicians and parents. It’s a real issue.”

Many individuals didn’t feel the same way as Doucoure, and viewed the film to be a hypersexualization of the young girls that are meant to be seen as empowered. In the official complaint filed, the grand jury claims Netflix knowingly promoted inappropriate visual material which  “depicts the lewd exhibition of the genitals or pubic area of a clothed or partially clothed child who was younger than 18 years of age at the time the visual material was created, which appeals to the prurient interest in sex, and has no serious, literary, artistic, political, or scientific value.”

Netflix has already defended the decision to keep the project on the platform, claiming that the film is a “powerful story about the pressure young girls face on social media and from society more generally growing up.” To which the public responded, can’t we have that discussion without further contributing to the problem by advertising a movie about 11-year-olds doing inappropriate dance moves. 

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It’s a major point of contention that has opened a much larger conversation regarding the sexualization of young people in TV and film. This past Tuesday, Netflix released another statement defending the film, stating that it’s a social commentary and they “stand by the film.”

Initially the movie sparked a backlash movement on Twitter with the hashtag #CancelNetflix, and for Tyler County District Attorney Lucas Babin, he knew right away that there was “probable cause to believe it [the movie] was criminal.” 

“The legislators of this state believe promoting certain lewd material of children has destructive consequences. A grand jury found probable cause for this felony, and my job is to uphold the laws of this State and see that justice is done.”

The Parents Television Council also recently called upon president Trump and the Department of Justice to interrogate Netflix about “Cuties” and the alleged “pattern of behavior” the platform has been exuding.