The US Department of Justice looked at the proposed $110 billion acquisition of Warner Bros. Discovery by Paramount Skydance and essentially said “we’re good here.” A coalition of state attorneys general looked at the same deal and said “we most certainly are not.”

Several states, led by California and New York, are preparing to file a multistate antitrust lawsuit as early as next week to block one of the largest media mergers in history. The move comes just days after the DOJ’s Antitrust Division closed its investigation on June 12, concluding that the deal wouldn’t harm competition in streaming, linear television, or studio operations.

A deal with a ticking clock

The acquisition was formally announced on February 27, 2026, and Warner Bros. Discovery shareholders approved it on April 23. The transaction aims to combine Paramount+ with Warner Bros. Discovery’s Max streaming platform, creating a content behemoth designed to compete with the likes of Netflix and Disney+ in an increasingly crowded streaming landscape.

Here’s where the financial pressure gets interesting. Paramount has structured the deal with a closing target of September or October 2026, and if it misses that window, the company faces a $6.9 million daily penalty payable to shareholders. That’s not the kind of meter you want running while state attorneys general sharpen their legal briefs.