Paramount Skydance’s high-stakes $111 billion bid to acquire Warner Bros. Discovery has hit another dramatic turn, as Oregon’s attorney general abruptly withdrew a key court motion to delay the mega-merger. The move, confirmed in a filing submitted Friday, July 10, 2026, to the Multnomah County Circuit Court in Portland, marks a significant—if temporary—reprieve for Paramount Skydance, whose deal could now close as soon as July 22. But the story is far from over, as state and international regulators continue to circle, and critics from Hollywood to Wall Street remain deeply skeptical.
The Oregon attorney general’s office, led by Dan Rayfield, had previously asked the court to extend the closing date by 60 days. The reason? Rayfield’s office wanted more time to investigate, citing what it called Paramount Skydance’s lack of responsiveness to records requests. These requests included information about lobbying efforts codenamed “Project Warrior” and communications with the White House and Department of Justice. According to Variety, Rayfield’s office was particularly interested in whether Paramount had improperly influenced the DOJ’s June decision to clear the merger.
But on Friday, Rayfield’s office suddenly dropped its demand for both the delay and the investigative documents. Jenny Hansson, spokesperson for the attorney general, told Deadline and Variety, “Paramount made it clear that they weren’t going to comply with the investigative demand, and that they think they’re above the law. We’re not going to let them waste Oregonians’ resources on these games. We’ve withdrawn the motion to consider our next steps.”
Paramount Skydance, for its part, was quick to celebrate the development. “We are pleased that the Oregon Attorney General has withdrawn its motion to delay this transaction,” a company spokesperson said. “It was the right decision and avoids an unwarranted effort to delay a lawful, pro-competitive merger.” The company further argued that, “Antitrust authorities around the world have carefully reviewed this transaction, clearing it or concluding that it does not violate any competition laws. That regulatory record underscores what the facts, the law and the economics make clear: this transaction will create a stronger challenger to dominant global streaming and technology platforms, expand consumer choice, increase investment in premium content and theatrical distribution, and create more opportunities for creators and workers.”
Despite the victory in Oregon, the coast is not clear for Paramount Skydance. As Fox Business and CNN Business have reported, a coalition of state attorneys general led by California is finalizing an antitrust lawsuit that could freeze the transaction well past the closing date. California Attorney General Rob Bonta has voiced concerns for months, and his office confirmed the investigation remains active. New York and even authorities in the UK are also reportedly weighing action, according to The Verge.
The stakes are enormous. Paramount’s merger agreement includes a so-called “ticking fee”: if the deal isn’t closed by September 30, 2026, Warner Bros. Discovery shareholders will collect a 25-cent-per-share fee every quarter—amounting to roughly $650 million per quarter. That’s a hefty price for delay. Meanwhile, Paramount expects $6 billion in cost savings after closing but will also inherit about $80 billion in debt, Benzinga noted. No wonder Wall Street is jittery: Paramount’s stock sits near $9.34, close to its 52-week low, down 29% this year and 9% in just the last five trading sessions.
Operationally, Paramount is holding its own, at least for now. First-quarter revenue reached $7.35 billion, up 2.2% year-over-year, and earnings beat consensus estimates, according to the company’s SEC filing. Yet analysts remain cautious. Wells Fargo recently cut its target to $7, maintaining an underweight rating, while Guggenheim lowered its target to $12 and kept a neutral stance, citing debt concerns. The consensus across Wall Street is a moderate sell—reflecting not operational woes, but the risk that legal delays could trigger costly penalties and push the deal’s economics out of reach.
What’s fueling the regulatory fire? Critics argue that combining two of Hollywood’s five largest studios would thin out competition in film, streaming, and news. Hollywood industry voices have spoken out in opposition, warning that the merger could limit creative opportunities and consumer choice. Paramount rejects these claims, telling CNN it is confident the transaction raises no legitimate antitrust concerns. But the state-level investigations are not easily brushed aside. Under U.S. antitrust law, state attorneys general have independent authority—even after federal clearance—to file their own cases. As Fox Business explains, the Justice Department’s decision not to sue does nothing to prevent states from seeking injunctions.
The Oregon probe, in particular, has been unusually pointed. Rayfield’s office wanted to know if Paramount helped write the DOJ statement that cleared the deal—a document he called “unusual” because the agency typically only comments when challenging a merger. According to The Wall Street Journal, senior DOJ officials may have overruled career staff attorneys who had leaned toward challenging the deal. Rayfield said that if approval was the product of a corrupt bargain, it would change how Oregon interprets its own evidence. Paramount, meanwhile, claims it has already produced more than 822,000 documents and calls the demands irrelevant to Oregon antitrust law, as reported by TheWrap.
Behind the scenes, the political stakes are no less dramatic. Paramount is run by David and Larry Ellison, major supporters of former President Donald Trump, who reportedly maintained a close relationship with the company during the merger process. President Trump even publicly criticized Netflix, Paramount’s primary rival for Warner Bros. Discovery, warning that Netflix would “pay the consequences” if it did not remove Trump critic Susan Rice from its board, according to The Verge. These comments added fuel to the already heated debate about the merger’s impact on media competition and political influence.
Internationally, Paramount Skydance has cleared several hurdles, winning regulatory approval from authorities in Australia, Canada, and China. The company is still seeking approval from the European Commission—whose decision is expected by July 22—and the U.K., where the Competition and Markets Authority faces an August 7 deadline for its Phase 1 review. According to Variety, Paramount agreed to exit its film distribution venture with Universal to help secure EU approval.
So, what’s next? The timeline is packed: a Multnomah County hearing was scheduled for Monday, July 13, though with Oregon’s withdrawal, that issue is now moot. The EU decision looms on July 22, and the UK’s review deadline is August 7. Any state lawsuit filed in between could add months—or more—to the process. As The Street points out, state challenges don’t always succeed, but they can and do stall major deals. Nexstar’s takeover of Tegna, for example, was frozen earlier this year when a judge intervened ahead of trial.
For investors and industry watchers alike, the practical question is how much delay they’re willing to tolerate. Even if the merger closes, Paramount will be saddled with $80 billion in debt and, if delayed, may owe hundreds of millions in ticking fees each quarter. The courts, and perhaps a handful of state regulators, will have the final say.
As the dust settles from Oregon’s withdrawal, Paramount Skydance’s path to acquiring Warner Bros. Discovery remains fraught with obstacles, legal uncertainty, and the ever-present risk that the next shoe to drop could come from any direction.