Milbank LLP served as lead litigation counsel for California in its landmark lawsuit challenging Paramount Skydance’s proposed $110 billion acquisition of Warner Bros. Discovery — one of the largest merger challenges in US history. The case, State of California et al. v. Paramount Skydance et al., was filed in the US District Court for the Northern District of California under the Clayton Act.
The US Department of Justice and every other reviewing jurisdiction had cleared the deal without conditions. Even so, the states won a contested Temporary Restraining Order (TRO), making this the largest merger ever enjoined in a US court. The defendants opposed the TRO, which led to the first litigated TRO in a merger case in recent memory. Litigation & Arbitration partner James Weingarten argued that closing would cause immediate and irreversible harm. On July 20, 2026, the court blocked the merger, agreeing that the plaintiffs made “a strong showing that the Transaction will substantially lessen competition.” The court later extended the TRO and set a spring 2027 trial date, rejecting the defendants' request for fall 2026. The parties also agreed to pause the merger until as late as June 2027. Together, these wins gave the states the leverage to secure binding commitments from the merging parties and settle the case. On September 30, 2026, the court entered a settlement Consent Decree that binds Paramount to enforceable commitments in each market the states had challenged.
The ruling in this case affects an industry-transforming merger with far-reaching implications for the media landscape and exemplifies the growing trend of state antitrust enforcement.
Milbank joined the case in March and led all aspects of the litigation, including drafting the complaint and TRO briefing. The team was led by Litigation & Arbitration partner Richard Parker and Mr. Weingarten and included Litigation & Arbitration partners Adam Di Vincenzo, Grant Bermann and Fiona Schaeffer; special counsel Kelly Dodge Garcia, Anastasia Pastan and Alexis Brown-Reilly; and associates Julia May, Natalie Nogueira, Allison Chesky and Emme Tyler, who played central roles in briefing and other key aspects of the case.
