Warner Bros. Discovery Shareholders Approved the Paramount Merger — What Happens Next? And How Soon?

Early this morning on Thursday, April 23, Warner Bros. Discovery shareholders overwhelmingly approved the agreed-upon merger with Paramount-Skydance that would combine two storied Hollywood studios under the supervision of CEO David Ellison.

So we’re done here, right? This is a major hurdle, but there’s still a few things that need to happen before Ellison officially gets the keys to the Burbank studio lot.

Paramount and Warner Bros. Discovery expect all this to be done by Q3 2026, “subject to customary closing conditions, including regulatory clearances,” as it reads in WBD’s release announcement. And when every Hollywood labor guild, Cinema United, lawmakers like Elizabeth Warren and Mayor Mamdani, and even quite literally thousands of Hollywood professionals have expressed concerns over the merger, it’d be easy to assume that there could still yet be some project hail mary (wrong studio) legal or procedural attempt that could derail the whole thing.

But per the Hart-Scott-Rodino Act, merging companies need to wait 30 days before they can close a transaction and when the FTC or in this case the Department of Justice conduct a review to determine if something is anti-competitive. That window expired way back in January, so technically there’s no statutory impediment with the U.S. federal government that is preventing this merger from closing today. That hasn’t stopped Congress from holding hearings and making noise about the whole thing, but there’s no law enforcement body that is keeping this from happening immediately.

On the state level, there’s been pressure on attorneys general, particularly in California, to raise some concerns. The Indie Film Coalition sent a letter to an organization representing state AGs about the issue, and other state lawmakers have similarly made noise. But at this stage in the game, someone like California would have to try and file a lawsuit to hold up this merger or block this based on federal antitrust laws.

A legal expert IndieWire spoke with explained that any suit would have to show there was a meaningful reduction in competition in a very defined market. On an anecdotal level, we can look and say that when Disney bought Fox for instance, over time there have been fewer films made or released to theaters. But an attorney general would have to show a very narrow and specific realm in which prices would be raised significantly for consumers or output would be reduced. You would be looking for a 30 percent market share in say, streaming. But from whatever metrics you (or Paramount’s lawyers) want to look at, the combined Paramount and WBD would still have fewer subscribers than Netflix, fewer share of engagement hours than YouTube, or other factors. It’s extremely difficult to prove. It’s also why Ellison has repeatedly promised to keep the output of theatrical releases at a minimum of 30 films between the two studios, even if there’s reason to be skeptical that it’s something the studio can keep going long term, especially when the company will carry $79 billion in debt out of the gate.

All that leaves are international regulators, and Paramount has already secured approval from a few markets, leaving some of the slower regulatory bodies such as Europe and the UK. Those countries too are looking to make sure that a deal of this nature would not harm its citizens. There are instances in which pressure from the UK or elsewhere has halted or delayed a major merger. A good example is Microsoft merging with Activision in 2023, which originally was blocked by the UK but went through after it divested some of its cloud gaming rights.

In the unlikely event that anything were to happen here, it would result in Paramount likely having to sell off something getting in the way rather than everything falling apart. Disney wasn’t able to buy the Fox broadcast network because it already owned ABC, for instance. Paramount and WBD together have a number of streaming rights deals internationally, so we’ll see if anything pops up.

All of this is expected to happen before September 30, if not far sooner, at which point the deal will close and be official. If it trickles past that date, Paramount for each quarter it drags on has to pay an additional $.25 per share, and that’s a lot of additional money it doesn’t want to have to spend as part of this already epic $111 billion acquisition.

So yes, this is all happening, and soon, just not today.