Paramount, pushing to buy Warner Bros., girds for legal challenges

Is Paramount making a move on Tony Soprano?

David Ellison’s media company appears to be preparing for a major battle with the California Advocate. Gen. Rob Bonta and other state attorneys general, Paramount’s Warner Bros. They may band together to file a lawsuit aimed at blocking a bid to buy Discovery for $111 billion.

Last week, Paramount hired powerful antitrust lawyer Jeffrey Kessler to defend its bid to take over Warner, which owns CNN, TBS, HBO and the prestigious Burbank film and television studios.

Kessler – co-manager chairman of Winston & Strawn in New York – one of the country’s top antitrust lawyers. He is the last oversaw the state attorneys’ case It resulted in a monumental victory for states, including California, against concert promoter and ticketing company Live Nation.

Now Kessler may be on the other side, potentially going after the government to help Paramount build a behemoth that will include CNN and CBS News, two historic movie studios and four streaming services.

The states have not said whether they plan to go to court to block Paramount’s takeover of Warner, but Bonta said Ellison’s merger proposal, which is expected to lead to widespread layoffs, is problematic.

Paramount declined Tuesday to discuss Kessler’s jurisdiction. Kessler was not immediately available for comment.

The hiring of a lawyer more hostile to big business has led at least one observer to suggest that Paramount might try to remove a big name from the legal chessboard to prevent him from joining the other side, as TV kingpin Tony Soprano did.

In the fifth season of the HBO show, Soprano spent months consulting with top divorce lawyers, creating a potential conflict of interest that prevented those lawyers from getting a divorce. Represents his wife Carmela in dispute.

Kessler also knows the ins and outs of the courtroom as well as antitrust settlements; This could benefit Paramount as it tries to avoid a hurtful court battle.

More than 5,000 artists and other entertainment industry professionals recruited Bonta to join Paramount and Warner Bros. He has already signed an open letter calling for action to improve his deal.

Ellison and his team promised to make $6 billion in cuts after the merger. The combined company will have to deal with $79 billion in deal debt.

Kessler’s addition comes as state attorneys general take a more aggressive role in antitrust fights. Many believe the U.S. Department of Justice is standing on the sidelines to allow President Trump’s favored deals to pass legally mandated regulatory reviews.

Trump supports Paramount’s acquisition of CNN and other Warner properties.

Paramount’s Chief Legal Officer Makan Delrahim has made several savvy tactical moves since joining Ellison’s Melrose Avenue firm last fall.

Delrahim, who was antitrust chief during Trump’s first term, said Netflix’s Warner Bros. It filed paperwork seeking approval from the U.S. Department of Justice in December, shortly after finalizing the bidding war for the company.

Netflix ultimately withdrew from the auction in late February. And Delrahim’s move gave Ellison’s Paramount an advantage in the regulatory approval process.

The company is awaiting confirmation that the Department of Justice will approve its acquisition of Warner Bros. It responds individually to issues raised by regulators in Europe.

It’s unclear when Bonta or his fellow attorneys general will decide whether to file a lawsuit against Paramount, but the deadline is looming as Ellison wants to finalize his deal by September.

Attorneys general may also choose to negotiate a settlement agreement with Paramount, which may be willing to concede concessions to get the deal approved.

Bonta is leading the fight against another major merger: TV station owner Nexstar Media Group’s $6.2 billion acquisition of rival company Tegna Inc. Nexstar owns KTLA-TV Channel 5 in Los Angeles and more than 100 other stations.

Nexstar initially argued that Bonta’s action was too late — after Nexstar received federal approvals for the deal. Nexstar was also in the process of consolidating Tegna’s operations, and Tegna’s top executives had withdrawn money.

Nexstar’s move backfired, a federal judge in Northern California ruled. interim injunctionOrders Nexstar to halt Tegna consolidation.

U.S. District Judge Troy Nunley ruled that Tegna should be run as a separate company pending the outcome of the trial.

On Tuesday, Tegna announced it had hired former Fox TV network executive Patrick Paolini as general manager. Starting next week, Paolini will be responsible for “Tegna’s day-to-day operations, revenue-generating business strategies, local journalism and production, and growth initiatives,” according to the corporate statement.

Paolini will report to Tegna’s board of directors, not Nexstar.