The battle for Warner Bros. Discovery (WBD) continues, with Paramount Global clearing a key, though often misunderstood, hurdle in its unsolicited bid. The company announced today that the 10-day waiting period mandated by the Hart-Scott-Rodino Antitrust Improvements Act has expired, meaning there are “no statutory impediments in the U.S. To closing” the acquisition. However, this doesn’t equate to a green light, and the situation remains complex, particularly with Netflix too pursuing a deal for WBD assets.
The Hart-Scott-Rodino Act, often called HSR, requires companies to notify the Federal Trade Commission (FTC) and the Department of Justice (DOJ) before completing mergers or acquisitions that meet certain thresholds. The waiting period allows regulators to review the proposed transaction for potential antitrust concerns. While Paramount has satisfied this procedural requirement, the DOJ still retains the power to investigate further and even attempt to block the deal. As Bill Rinner, a former top DOJ antitrust official, cautioned last year, the expiration of the waiting period does not constitute “clearance” or “approval” of a transaction.
Netflix Challenges Paramount’s Characterization
Netflix, which has its own agreement to acquire portions of WBD, swiftly objected to Paramount’s framing of the HSR expiration. David Hyman, Netflix’s Chief Legal Officer, stated that Paramount Skydance “continues to mislead stockholders and distract from the facts.” Hyman emphasized that the routine expiration of the waiting period doesn’t signal DOJ approval and that significant hurdles remain before any deal can close. Netflix is currently responding to the DOJ’s second request for information, triggering another 30-day waiting period, though this is expected to be shorter for an all-cash offer like Paramount’s.
A Hostile Bid and Competing Offers
Paramount’s pursuit of WBD has been aggressive, launching a hostile tender offer of $30 per share in cash for all of WBD. This contrasts with Netflix’s offer, which is a mix of cash and stock valued at $27.75 per share for Warner Bros. Streaming and studio assets. WBD has repeatedly rebuffed Paramount’s advances, but the two companies began seven days of talks this past Tuesday, giving Paramount a chance to address the WBD board’s concerns. Analysts widely believe Paramount will demand to increase its offer to secure a deal.
Shareholder Vote Looms
Warner Bros. Discovery has scheduled a March 20 shareholder vote on the proposed deal with Netflix and on a plan to spin out Discovery Global. This timeline adds pressure to the situation, as shareholders will need to weigh the competing offers and decide which path forward best serves their interests. The outcome of this vote will be a critical moment in the ongoing saga.
Regulatory Scrutiny and Political Pressure
Beyond the DOJ review, the proposed transactions are facing scrutiny from regulators worldwide. Both Paramount and Netflix would need to secure clearances from international bodies, adding another layer of complexity. The deals have also attracted attention from lawmakers, with Senate Democrats threatening an investigation into Paramount. A letter sent to Paramount CEO David Ellison requested information regarding the company’s contacts with the Trump administration during its attempts to acquire WBD, raising questions about potential political influence. Makan Delrahim, Paramount’s chief legal officer, previously led the Justice Department’s Antitrust Division during the Trump administration.
The Stakes for the Media Landscape
The potential consolidation of media giants has significant implications for the industry. A merger between Paramount and WBD, or the acquisition of WBD assets by Netflix, would reshape the competitive landscape and potentially impact consumers through changes in content availability and pricing. The outcome of this battle will likely set the tone for future mergers and acquisitions in the rapidly evolving entertainment sector. The proposed acquisition of Warner Bros. Discovery has been a target for numerous entertainment companies since fall 2025, with initial interest emerging following bids from Paramount Skydance, which were rejected. As of February 17, 2026, Paramount Skydance’s offer was valued at $108.4 billion, while Netflix’s stood at $82.7 billion.
The situation remains fluid, and the DOJ could still choose to sue to block either deal. The next key date is March 20, when Warner Bros. Discovery shareholders are scheduled to vote on the Netflix deal and the spin-off of Discovery Global. Investors and industry observers will be closely watching these developments as the future of Warner Bros. Discovery hangs in the balance.
This ongoing saga highlights the complexities of antitrust regulation in the modern media landscape. The interplay between regulatory reviews, competing offers, and shareholder interests creates a dynamic and uncertain environment.
Ted Johnson contributed to this report.
Disclaimer: This article provides information for general knowledge and informational purposes only, and does not constitute financial or legal advice.
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