Paramount Flags Netflix–WBD Merger as “Presumptively Unlawful”

Paramount brought its case to Capitol Hill on the day when Warner Bros. Discovery’s board declared that it had rejected Paramount’s most recent offer. This rejection is as a result of the the board of directors calling the Paramounts Bid as ‘Leveraged Buyout’.

Makan Delrahim, the Chief Legal Officer of Paramount, told legislators that the Netflix–WBD merger was “presumptively unlawful” in a letter submitted to a House Judiciary antitrust panel on Wednesday.

Netflix’s effort to purchase WBD’s studio and streaming assets (including HBO Max) for about $82.7 billion is contested in the document, which was written by Paramount’s chief legal officer Makan Delrahim.

Delrahim claimed that Netflix will “further cement its dominance in streaming video on demand” and that the company’s planned acquisition of Warner Bros. Discovery assets was “presumptively unlawful.”

The letter was submitted to the committee on the same day that it convened a hearing on the streaming market, during which MPs and expert witnesses discussed the sale of WBD. The lawmakers have been receiving written remarks from Paramount representatives, but they did not personally address the subcommittee.

During the hearing, it was frequently mentioned that a lot will rely on how the government defines the relative market in the end, i.e., whether Netflix competes in a much broader environment that includes YouTube and social media or in a more limited world of subscription streaming for premium content.

The more expansive market definition, according to Delrahim, is “tortured and absurd” and something that “no serious regulator would ever accept.”

“It asserts, for example, that free, user-generated videos on YouTube and TikTok should be considered an adequate substitute for premium produced content available on Netflix or HBO Max,” he said. There is no basis in market or legal realities for what some refer to as “psychedelic antitrust.”

According to Delrahim, Netflix had previously rejected the notion that YouTube was a competitor. citing financial statements where “it compared itself to actual competitors in streaming video on demand.”

During Donald Trump’s first term, Delrahim oversaw the antitrust section of the Justice Department.

A request for comment was not immediately answered by a Netflix representative. The filing, which was filed with minimal fanfare as attention turned to what would be Paramount’s next move as it looks to win a hostile bid for all of WBD, was originally reported by The Wrap.

Warner Bros. Discovery and Netflix reached an agreement last month wherein Netflix would purchase the studio and streaming assets, while the WBD cable channels would become a distinct business.

Although they have no direct control over the approval or rejection of the transaction, congressional lawmakers have supervision over the Justice Department. State solicitors general and European regulators will also participate in the regulatory review.

As it stands, the status of merger with the ongoing scrutiny, the European regulators are anticipated to examine the transaction, and the Justice Department (DOJ) has already made demands for further details on the competing proposals. The Shareholders are anticipated to vote on their preferred transaction in “late spring or early summer” 2026, according to WBD chairman Samuel Di Piazza.