Judge Lets Paramount Close Warner Deal With Self-Appointed News Board

U.S. District Judge Araceli Martínez-Olguín on September 30 approved a consent decree that lets Paramount close its cash takeover of Warner Bros. Discovery as soon as October 6.

The order ends a 12-state antitrust suit. The price of that peace is a five-year film floor and a news board whose members the combined company’s own directors will pick.

Who Appoints the CNN and CBS Editorial Board?

The combined company’s board of directors appoints every member of the News Editorial Independence Board, under the consent decree filed in federal court. The panel must exist within 180 days after closing. It covers CNN and CBS News, and it reports back to that same corporate board through the chief compliance officer.

Five working or retired journalists will sit on it, each with at least 10 years in the craft and three years of credentials. No more than two may belong to the same political party. No officer, director, shareholder, or non-journalist employee of the combined company may serve, and no government may pick or approve the names.

The panel’s job is to write guiding principles from the two newsrooms’ existing standards, then hear disputes about alleged bias, fairness breaches, and pressure from owners and shareholders. Its writ is limited to news made mainly for the United States. Members serve three-year terms and can be removed only for good cause, as the decree defines it.

THE NEWS BOARD’S RULES

• Who names them: The combined company’s board of directors appoints all five members after closing.
• Who they answer to: The panel reports to that same board through the company’s chief compliance officer.
• When it starts: Paramount has 180 days after closing to stand the board up.
• Party cap: No more than two members may be affiliated with the same political party.
• What they hear: Disputes between CNN or CBS News staff and management over alleged bias or broken fairness standards.

That design is the settlement’s answer to folding two national news brands under one owner. A watchdog named by the buyer, then routed back through the buyer’s compliance office, is a weak check on the people who appoint it. That is the text of the decree, not a side effect.

Thirty Films a Year, With Fines for Shortfalls

California Attorney General Rob Bonta led a settlement with a 12-state coalition announced on September 21. The states had sued on July 13 under Section 7 of the Clayton Act, saying the merger would cut film output, lift prices, and hurt theaters, cable buyers, and crews.

The five-year film bargain is the part Hollywood can count. The combined company must release 30 films a year in the first two calendar years after the close year, then 32 a year in the next three. If closing happens in 2026, those commitment years run 2027 through 2031.

THE FIVE-YEAR FILM FLOOR

Each counted film must hold a 45-day theatrical window and stay off subscription streaming for 90 days. Miss the annual count and the company owes $30 million per missing title, paid toward union health and retirement funds and toward state antitrust work. It must also sell its stake in Miramax.

The independent-film slot is thinner than the label. The decree counts a title as independent if it is based on an original screenplay or if it comes from producers outside the combined company, Disney, Universal, or Sony. A Paramount original can fill that bucket. At least 20% of the slate still has to carry a $50 million-plus budget and open on 3,000 domestic screens, a floor meant to block a pile of cheap fillers.

Domestic spend is a separate promise. The company must put at least $300 million more a year into U.S. production than the two studios spent in 2025, a total of $1.5 billion extra over five years. Bonta said only about 5% of Paramount’s production is in the United States now. If Congress passes an uncapped federal film tax credit of at least 20%, that U.S. share must rise to 20% of production days in the first two years and 30% after that. If California or New York also passes a broader uncapped credit, the U.S. share must hit 40%.

Connecticut Wanted CNN Sold, Not Monitored

Connecticut Attorney General William Tong was in the bloc that wanted Paramount to sell CNN and CBS News outright. New York, Massachusetts, and Minnesota pushed the same structural cut. They did not get it.

Connecticut wanted and demanded full divestiture of CNN and CBS News. We wanted to save ethical and independent journalism and news. We fought aggressively for that remedy. I am deeply disappointed that we could not do more.

William Tong, Connecticut Attorney General, statement on the September 21 settlement

Tong told Columbia Journalism Review he had kept fighting into the Sunday night before the deal, and that he did not like how Paramount has been running CBS News, including the damage he said had been done to 60 Minutes. After Skydance took Paramount, David Ellison, the company’s chairman and chief executive, installed Bari Weiss, founder of The Free Press, as editor in chief of CBS News. Tong said he had wanted a CNN spinoff “untethered from the mother ship.”

Asked whether he worried that Ellison’s directors get final say on the news board, Tong said yes. He also said the states can reopen the decree if the company ducks those commitments, and that they will watch the company closely. Jeffrey Kessler, a lawyer for Paramount, said the merger “will be good for the economics of journalism” and that “CNN’s gonna be healthier.”

The board is a behavioral remedy, not a breakup. Bonta had spent months saying only structural relief would do. The signed paper keeps CNN and CBS inside the same company, with a panel the company names.

A Jobs Floor, Training Money, and Open Lots

The film math is what labor leaders chose to lock in. Bonta said workers above and below the line told his office they wanted output, domestic shooting, and job protection more than a courtroom win that might still leave the lots dark.

Let me be clear: This settlement is not a vote of support for this merger. But we believe this settlement, which resolves our antitrust concerns in every market alleged in our case, protects competition and consumer choice, and puts workers’ needs, concerns, and futures first, is the best course of action.

Rob Bonta, California Attorney General, Los Angeles, September 21, 2026

The merged company will pay $9.5 million a year for five years, $47.5 million in all, into workforce training, career programs, and community film work. It will put $5 million a year, $25 million over the term, into a fund that buys independent films. It must honor existing union contracts and bargain in good faith. The Writers Guild of America settled a separate case: Paramount will not lay off CBS News broadcast writers for five years and will pay $17.5 million into the guild’s health fund.

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 agreement “includes protections for workers on the frontlines of this merger.” SAG-AFTRA President Sean Astin and national executive director Duncan Crabtree-Ireland said the states had put members’ interests into the talks, while repeating that the legal floor is only a floor.

The lots themselves are frozen in place. Paramount must keep operating 5555 Melrose Avenue in Los Angeles, and Warner Bros. must keep operating 4000 Warner Boulevard in Burbank, in line with past practice, for the life of the decree. For five years the company must also negotiate carriage of Paramount’s basic-cable channels separately from Warner’s, so the two slates cannot be tied in one bundle. If it breaks that rule, a court can order a sale of BET, VH1, Comedy Central, Smithsonian, Destination America, and Science. CNN is not on that sale list. Pluto TV, or a free successor of the same quality, must stay up.

John Newman, a University of Memphis law professor and a former deputy director of the Federal Trade Commission, called the result a loss for California and said the state had folded over a fear of losing jobs. Alvaro Bedoya, a former FTC commissioner now at the American Economic Liberties Project, said people from Los Angeles to Atlanta would lose work and that Governor Gavin Newsom and Bonta had given in to Paramount’s threat to leave the state. Ellison had warned he would start moving the studio if the suit was still alive on October 1. Newsom was in close contact with both sides over the weekend the settlement closed.

The Combined Company Closes as Skydance on October 6

Paramount Skydance and Warner Bros. Discovery said the merger is expected to close on October 6, subject to customary conditions. Each Warner share converts into $31.00 plus $0.00277778 for every calendar day after September 30 through the closing date. On an October 6 close, that extra is $0.01666668, for a cash price of $31.01666668 a share.

The companies framed the February 27 agreement as about $81 billion of equity and about $110 billion including debt. The Justice Department declined to block the deal in June. Communications regulators later allowed a foreign equity stake of nearly half the company, with voting control kept by the Ellison family and RedBird Capital.

THE PATH TO CLOSING

1. February 27, 2026: Paramount and Warner Bros. Discovery sign the cash merger agreement.
2. July 13, 2026: Twelve states file the Clayton Act suit in the Northern District of California.
3. July 24, 2026: A no-close order stops the companies from finishing the deal while the case proceeds.
4. September 21, 2026: The states and the companies file the proposed consent decree.
5. September 30, 2026: Judge Martínez-Olguín enters the decree and lifts the last court bar.
6. October 6, 2026: The companies say they expect the merger to close.

Martínez-Olguín wrote that the decree is a “fair, reasonable, and good faith approach to address the competitive harms” in the states’ complaint. The companies admit no liability. On the same afternoon, Ellison named Ynon Kreiz, who is leaving the top job at Mattel, as co-chief executive, starting October 5. Ellison keeps strategy, creative work, technology, and capital. Kreiz is to run day-to-day operations and the integration. Paramount has told investors the combination should produce more than $6 billion in run-rate savings.

On October 2 the company said it will change its name to Skydance Corporation when the deal closes, move its Class B shares from Nasdaq to the New York Stock Exchange, and trade under the ticker SKYD. The studio brands stay. The parent name is Ellison’s production banner, laid over Paramount Pictures, Warner Bros., HBO, CBS, CNN, Paramount+, and HBO Max.

CNN and CBS Will Share an Owner First

The newsrooms will not get the new board on closing day. They will share a parent for up to six months before the five journalists are even seated. In that window, the only written news-side hire freeze in the WGA deal covers CBS News broadcast writers, not CNN, and not the rest of the news payroll.

That lag is how the settlement actually works. The states traded a trial that had been aimed at stopping the close, and in some offices at forcing a CNN sale, for output floors, lot covenants, cable-talks rules, and a panel the buyer staffs after the fact. Tong can reopen the paper if the company cheats. He cannot pick the names, and neither can Bonta. The decree bars any government from approving them.

On October 6, if the companies close as planned, CNN, CBS News, the two film studios, and the two big streamers sit under Skydance. The independence board will still be a line in a court file. The people who will appoint it will already own both newsrooms.

Disclaimer: This article is news reporting on a court order and a pending corporate close. It is informational only and is not investment, legal, or financial advice. It does not recommend buying, selling, or holding any security, and it does not tell any party how to vote, tender, or dissent. Readers who need advice on shares, appraisal rights, or the October 6 close should consult a licensed financial adviser or securities lawyer. Prices, tickers, closing conditions, and board appointments can change after the sources cited here.