Paramount’s Delrahim slams ‘fear-mongering’ and partisan politics clouding Warner Bros. deal
Paramount Chief Executive David Ellison is traveling the world and working with Warner Bros. It is meeting with government regulators who will ultimately determine the fate of Discovery’s controversial $111 billion takeover.
Last week, Ellison spent two hours answering questions from U.S. Justice Department antitrust lawyers in a bid to win key government approval; It’s an endorsement that few doubt because of President Trump’s strong support for tech billionaire Larry Ellison and his son’s ambitions to amass more power.
Throughout his travels, David Ellison was accompanied by a knowledgeable wingman: Makan Delrahim.
Delrahim, Paramount’s chief legal officer, served as the nation’s top antitrust regulator at the Justice Department during Trump’s first term. The 56-year-old Iranian American, who grew up in Los Angeles, is the architect of the shrewd moves that led Paramount to the blockbuster merger that would redefine Hollywood.
Politics permeated the process even before Trump announced his involvement. Rivals were suspicious of the Ellisons, given the family’s ties to Trump and programming changes that would redefine Paramount’s CBS, including the departure last month of late-night comedian Stephen Colbert and a shift in CBS’ newsmagazine “60 Minutes.”
Warner Bros. The acquisition of Discovery would give the Ellisons control of both CBS News and CNN.
Paramount’s Warner Bros. The bid for has also sparked fear in Hollywood for another reason: Thousands of jobs have already been eliminated by a series of media mergers.
More than 5,000 artists and entertainment professionals signed an open letter I’m calling the California Attorney. General Rob Bonta will try to block the deal on antitrust grounds.
Delrahim responded to the concerns and criticism in an interview with The Times. This interview has been edited for length and clarity:
Where does the regulatory process stand?
We are currently going through the regulatory approval process. We actually started planning applications for regulatory approval last summer. We knew we would make this transaction happen, but it took a few months longer than we thought to get the transaction signed. There were some interventionists [Netflix, Comcast]But we planned ahead.
Is there a commitment from Trump or his administration that you will get the thumbs up?
There is no agreement with the president. Warner Bros. We have an agreement with its shareholders. We sent [applications] To the governments of Europe, Canada, the UK and the US, and here it is.
You got a head start because you filed for regulatory approval in December, months before Paramount signed with Warner. Why so quickly?
We were always so skeptical [the Netflix deal] could never pass. The only way to really show [Warner] The only way our deal would close (because there are no antitrust issues) was to move as quickly as we could.
One of the advantages of being old [DOJ] Having a team of outside lawyers who were practitioners and also former colleagues and practitioners was one reason we anticipated what the government would want. These were the questions we had to ask, and we gave these answers.
Your timeline is aggressive. Some suggest that Paramount wants this deal to be done before the midterm elections.
I don’t think he’s aggressive. It has nothing to do with midterms. The midterms don’t change officials at the Justice Department or the FCC — we have little practice there. Midterms have no influence on the European Commission or anyone else. We have been very transparent and proactive with members of Congress, state attorneys general and federal officials.
Preparing to defend a potential antitrust challenge from The Advocate? General Bonta?
No matter what field you’re in, whether it’s antitrust or you’re preparing for a football game, you always prepare as best you can for the worst and hope it never comes to that. So we prepare for the challenges of anyone and everyone. But I don’t think any serious antitrust enforcer looking at the facts, laws and economics of this transaction would see an antitrust violation.
Why are you so sure?
There are no anti-competitive elements in this merger. Once you look at it, it’s incredibly competitive. It increases production, increases jobs and reduces costs to consumers. If you actually try to block this deal, you’re going to hurt consumers, you’re going to hurt creative talent, because you’re going to hurt the creative ecosystem – David’s vision. [Ellison] Trying to deploy here. It is transformative in terms of the efficiency it creates.
David Ellison promised 30 films are released annually. Was this commitment intended to show that this merger would not be a repeat of Walt Disney Co.’s acquisition of Fox in 2019?
I’m pretty familiar with this because I was at the Department of Justice and I looked into it. Disney-Fox was a transaction with different theses. Disney was looking to get into the broadcast industry and wanted to acquire scripted series. This wasn’t about studios trying to increase output.
As David describes, our process was motivated by creating and then streaming more content to feed theaters. We have a natural economic incentive to create more content. After this transaction, we will still be in fourth place on the broadcast side; It’s almost half the size of Netflix.
David Ellison hasn’t made any commitments on the television side or promised to keep the various TV studios intact. From where?
I don’t think there’s a lot of overlap in television studios. Look, it’s on HBO, Warner Bros. You have incredible studios in television, definitely our studio. We’re not paying to limit supply. Quite the opposite.
There is overlap between CBS News and CNN. How do regulators view this issue?
We’re proud of CBS News and CNN post-processing. There is very limited overlap. From where? Because CBS News broadcasts only a few hours a week, CNN broadcasts 24/7 and has international reach.
Antitrust regulators will see that this will create synergistic effects. You can cross-program and more people will be exposed to CBS News’ incredible programming. They will benefit from each other’s independent strengths.
During the first Trump administration, you said: The terms of the merger were problematic because it was difficult for the government to implement behavioral remedies. Has your opinion changed?
No, I’ve been pretty consistent. If there’s an antitrust issue, you need to divest [selling assets]. I don’t think a solution is needed in this process. But having said that, we are happy to engage with regulators to discuss where they see a problem and a possible solution. We always want to be in constructive dialogue.
Will Paramount leave CNN?
I can’t see this. I don’t see any antitrust reason to do this. That would be weaponizing antitrust law, and that would be inappropriate.
Many in Hollywood view the merger with concern because of the possibility of further job losses. Some people look at the issue from a political perspective. How do you evaluate politics?
Politics is a part of life. This is part of the beautiful process of democracy. We’re generally very understanding of people in Hollywood, but this transaction will actually create more, better, more exciting work. David is a huge movie lover; He is also a filmmaker. This is the first time you encounter an owner who comes from the creative side.
Let’s be honest. There’s a lot of fear mongering going on, especially from people in Washington DC. They are running a political campaign. Some of these people are actually trying to undermine this process because of their own antisemitic views. Regulators and law enforcement will see this immediately.
Do regulators share others’ concerns about the combined company’s merger debt ($79 billion)?
Some regulators have appropriately asked about this issue. They say, ‘We heard you can’t be around because of debt,’ which is complete nonsense. David and his family are business owners. They are not CEOs for hire. They have over 50 percent ownership. They’re putting their money on the line, and my money’s on them.
