Why Did Brenna Bird Try to Stop the Paramount-Warner Lawsuit?

Bird tries to block the case against media merger

Iowa’s attorney general called the challenge to the Paramount-Warner Bros. merger “politicized.” The states that brought the case said they were protecting competition, consumers and workers.

Iowa Attorney General Brenna Bird wanted the U.S. Supreme Court to stop a 12-state lawsuit challenging Paramount Skydance’s acquisition of Warner Bros. Discovery. Now that lawsuit has produced a settlement.

The agreement allows the massive media merger to move forward, subject to court approval, but requires Paramount to accept enforceable conditions involving film production, workers, cable competition and the editorial independence of CNN and CBS News.

Two Very Different Views of the Lawsuit

Bird and Montana Attorney General Austin Knudsen asked the Supreme Court in August to intervene against California and 11 other states challenging the merger, calling their case a “politicized” antitrust action. They argued that delaying the merger harmed employees, consumers and the economic interests of Iowa and Montana.

The states bringing the lawsuit described their purpose quite differently. Their complaint alleged that combining Paramount and Warner Bros. would eliminate competition between two major film distributors and cable programmers, resulting in higher prices, less content and reduced competition for theaters and television distributors. The case was brought under Section 7 of the Clayton Act, the federal law governing mergers that may substantially lessen competition.

There was a substantive antitrust argument behind the case. A combined Paramount-Warner would control about 27% of wide-release theatrical film distribution, according to the states, while four companies would control approximately 86% of that market. The states also argued that combining the companies’ cable holdings would eliminate competition that currently gives distributors leverage when negotiating prices.

Paramount disputed that analysis, arguing in part that the states defined the relevant markets too narrowly and didn’t adequately account for competition from streaming giants.

What the States Got

The settlement does not block the merger. California Attorney General Rob Bonta explicitly said it should not be interpreted as an endorsement of the deal.

Instead, Paramount agreed to several enforceable conditions. The company must release at least 30 films annually during the first two years and 32 annually during the following three; invest at least an additional $1.5 billion in U.S. film production over five years; establish a $47.5 million fund for workers displaced by the merger; and negotiate Paramount and Warner Bros. basic-cable channels separately for five years to preserve some of the competition that would otherwise disappear.

The agreement also addresses another concern surrounding the merger: what happens when CNN and CBS News come under the same corporate ownership.

Paramount must establish a News Editorial Independence Board intended to protect the editorial independence of both news organizations. An independent monitor will oversee the company’s compliance with the broader settlement. New York Attorney General Letitia James described the independent board as a mechanism to ensure journalistic independence at CNN and CBS.

The safeguard falls short of separating the news organizations from Paramount, and critics of the settlement argue that the overall agreement remains too weak to offset the competitive consequences of such a large media consolidation.

Meanwhile, Back in Iowa

The settlement doesn’t establish that Bird was wrong to challenge the states’ lawsuit. Nor does it establish whether political considerations influenced either side.

But it does sharpen an important Iowa question. Bird used the resources of the Iowa Attorney General’s Office to ask the nation’s highest court to intervene in litigation brought by 12 other states against two enormous media corporations. Those states said they were enforcing federal antitrust law to protect competition, consumers and workers. Their litigation ultimately resulted in enforceable commitments involving production, jobs, cable competition and journalistic independence.

So, what specific Iowa interest justified trying to stop them? And how much Iowa taxpayer-funded staff time and other state resources were devoted to doing it? Or, was it just a case of serving America’s oligarch billionaires?

Those are questions the Iowa Attorney General’s Office should answer.

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