Paramount, Warner Bros. Discovery and a dozen states say the settlement needs no broader public-interest inquiry, with the contractual closing date set for Wednesday.
The companies behind the Paramount and Warner Bros. Discovery combination have drawn a line against Sen. Cory Booker. In a joint filing Monday with the dozen state attorneys general who settled the antitrust case, they told the federal court in Oakland that it has "no legal basis" to carry out "an independent public interest review" of the consent decree, as the senator had urged.
Their alternative is the conventional standard: a check on whether the decree is "fair, reasonable, equitable, and lawful." Judge Araceli Martínez-Olguín has given no timetable, having said earlier only that she would rule "in due course."
Both sides of the settlement defended its substance. The merging companies said the terms emerged "at arm's length" after "two months of hard-fought litigation." The states said "the decree's enforcement provisions have teeth," citing oversight by both a compliance monitor and a monitoring trustee.
The calendar problem
The filing arrives against a hard date. The merger contract sets Sept. 30 as its closing deadline, and ticking fees begin to accrue Oct. 1. Paramount chief David Ellison has said completion would follow within two weeks of court approval. Even an immediate ruling therefore points to an October close, and a slower one pushes the deal into the fee period.
What the judge must decide
The dispute has narrowed to a question of scope. Booker wants the court to weigh whether the settlement serves the public. The companies and states say the court's role is to confirm that the bargain is fair and lawful, not to revisit the enforcers' decision to settle.
Judges have historically deferred heavily to enforcement agencies in these reviews, which tilts the odds toward the parties. There is, however, a middle course: the court could seek additional information without embracing Booker's standard, delaying approval without rejecting it.
For holders of both stocks, what matters now is any order from the bench this week. An order applying the conventional test would open the path to an October closing. A request for more briefing would extend the timeline into the fee period and cloud the warrant and listing dates set for early October.