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William Tong is the attorney general of Connecticut, a member of a coalition of states that, up until this weekend, was suing to stop Paramount’s 111-billion-dollar merger with Warner Bros. Discovery (WBD). Deep into Sunday night, Tong told me, “I was fighting. I wasn’t willing to concede until late into the evening.” That fight is now officially over: a consent decree has laid out Paramount’s legally obligated concessions, allowing the merger to go forward. A string of major entertainment and news entities—including CNN and CBS—will be under the control of one corporate behemoth controlled by the Ellison family.
Along with New York, Massachusetts, and Minnesota, Connecticut was part of a faction within the states’ coalition pushing for Paramount to sell off CNN as part of the settlement. Tong said he and the other attorneys general were “engaged with each other constantly.” He also spoke about CNN with Rob Bonta, the attorney general of California, when both were in Detroit a few weeks back. “I didn’t like what I saw from Paramount and the way they’re running CBS News,” Tong said. “I think everybody paying attention to journalism knows what’s happening at CBS News. How 60 Minutes, the most credible and important television news program, has been impaired. I don’t have to tell you about all that. It’s pretty ugly.”
After taking over CBS, David Ellison, Paramount’s CEO, installed Bari Weiss to serve as the news division’s editor in chief. Whether Weiss—the founder of The Free Press and a crusading defender of Israel, a priority for Ellison—will also get the controls at CNN remains to be seen. But many are understandably concerned about the implications for journalism. “This deal has seventy-eight billion dollars in debt, and they have to pay that down. News organizations still generate revenue,” Tong said. “And the way that you pull value out of this is through—quote, unquote—efficiencies. That means cutting jobs.”
Tong stressed the importance of CNN’s editorial independence and the necessity of objective, fact-based journalism. “We need that in this country for a functioning democracy. We need real reporters and real news organizations asking real questions.” He pointed to Versant, the company that Comcast created when it spun off MSNBC, which rebranded as MS Now. “I was pushing for a spin-off of CNN, untethered from the mother ship,” Tong said. “We were unable to achieve that. I kept pushing and pushing.” Paramount will now hope to have everything done and dusted before October 1, the date on which the company would have had to start paying seven million dollars per day in so-called ticking fees to WBD shareholders. Paramount declined to comment. Jeffrey Kessler, one of the attorneys representing Paramount, told me that the merger “will be good for the economics of journalism. CNN’s gonna be healthier.”
Settlement negotiations accelerated under pressure from Gavin Newsom, the governor of California, as Ellison threatened to move Paramount out of California if the merger wasn’t approved. (According to Deadline, Newsom was in “constant contact” with the two negotiating sides over the weekend.) The states managed to secure an independent editorial board for CNN and CBS News, but its members will be appointed by the board of directors of the combined WBD and Paramount, where Ellison is the chairman of the board. “He was under a lot of pressure,” Tong told me, of Bonta. “That’s obvious.” Bonta’s comments to the press made clear the result was not as desired. “This settlement is not a vote of support for this merger,” he said at a press conference on Monday. “It is not a blessing of the broader merger. Broadly speaking, we believe further consolidation of markets that are central to American economic life doesn’t serve the American economy.”
“I hate to say it, but it looks like the California attorney general got played,” John Newman, a law professor at the University of Memphis and a former deputy director of the Federal Trade Commission (FTC) under President Joe Biden, told me. “This is a real loss for California. And worst of all, it looks like California buckled because of fear that the state might lose jobs to other states. But if this merger goes through, there’s a very good chance Paramount will just flat out cut jobs to service its massive debt obligations.”
As stipulated in the consent decree, Paramount will have a hundred and eighty days after the merger to create the Editorial Independence Board, as the entity will be known, made up of five journalists, either working or retired, with a minimum of ten years of experience. The board’s role will include “establishing a set of guiding editorial principles” and “resolving any disputes” between CNN and CBS employees “regarding alleged reporting bias or failure to meet agreed reporting fairness standards.” The language specifies that “no more than two Editorial Independence Board Members may be affiliated with the same political party.”
In a statement, Letitia James, New York’s attorney general, attempted to portray the settlement as a victory, flagging that, along with the editorial board, Paramount has agreed to invest 1.5 billion dollars in film production over the next five years and to produce thirty films a year. For every film it falls short, Paramount will have to pay thirty million dollars, most of which will go into healthcare funds for workers in the entertainment industry. “Paramount’s commitments will allow the film and television industry to continue to thrive,” James said.
The Writers Guild of America, which had brought its own lawsuit against the merger, has also settled. The union, which represents news media and movie and television writers, has secured an agreement from Paramount that the company will not lay off any CBS News broadcast writers for the next five years; Paramount will also pay the WGA’s legal fees as well as make a payment of 17.5 million dollars to the WGA’s health fund. “We continue to believe the merger will cause damage to writers and the industry at large,” the WGA said in a statement, “but the WGA must contend with the reality of forging ahead alone, with no backing from government enforcers, with a complex antitrust lawsuit that would cost millions of dollars to pursue through trial.”
Alvaro Bedoya, who was appointed a commissioner of the FTC by Biden and is now a senior adviser at the American Economic Liberties Project, bashed the settlement. “People from LA to Atlanta will lose their jobs,” he said in a statement. Like Newman, Bedoya said the settlement was a result of Paramount’s threat to leave California, adding that Newsom and Bonta “caved to that pressure.” The American Economic Liberties Project has been adamant that concessions such as the ones the attorneys general have secured from Paramount have a poor historical track record. The concern is enforcement: for example, if Paramount doesn’t release its promised thirty films a year, it then has six months to fulfill its quota. If it still fails, it has to sell its stake in Miramax, one of its many subsidiaries, which it then has twelve months to do.
I asked Tong: Are you concerned that Ellison and his board of directors get final approval over the members of the editorial board? “Yes,” he said, and laughed. None of this, it seems, has gone how he’s wanted. But “we’re going to watch them like a hawk. And if they don’t honor their commitments to the Editorial Independence Board, we can reopen the consent decree and hold them accountable.”
One thing is clear: for the Trump administration, news of the merger—and its implications for media coverage—will be warmly received. Back in March, after Ellison began pursuing the merger, Pete Hegseth, the secretary of defense, complained to reporters about “fake news from CNN,” then added, “The sooner David Ellison takes over that network, the better.”
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