Deals & IPOs

Ruffalo Vows to Fight On as Judge Clears $111B Paramount-Warner Deal

A federal judge approved Paramount's settlement with 12 states, clearing the $111B Warner Bros. deal. Ruffalo calls it "a bad deal" and vows the fight isn't over.

By Olivia Hart

5 min read

Updated

What's News

  • On Sept. 30, U.S. District Judge Araceli Martínez-Olguín approved Paramount's settlement with 12 state attorneys general, clearing the last legal obstacle to the roughly $111 billion merger.
  • Under the consent decree, the combined company must release at least 30 theatrical films per year for two years, then 32 per year for three more, with a $30 million per-film penalty for shortfalls.
  • Mattel CEO Ynon Kreiz joins Oct. 5 as co-CEO of the combined company alongside David Ellison; Larry Ellison personally guaranteed $40.4 billion to back the deal.

A federal judge cleared the last legal obstacle to Paramount Skydance's roughly $111 billion takeover of Warner Bros. Discovery on Sept. 30, and Mark Ruffalo within hours declared the fight is not over.

U.S. District Judge Araceli Martínez-Olguín approved Paramount's settlement with 12 state attorneys general. The ruling paves the way for one of the largest media mergers ever to close within days.

"This merger will stifle creativity, weaken free speech, and cost people their jobs—it is a bad deal for this country and should never have been approved," Ruffalo wrote on X. "This is an incredibly disappointing outcome for the hundreds of thousands of us who stood up to block it, but it's also not the end."

The actor did not stop there. "This grassroots movement isn't going to fade away and neither is our resolve," the post continued. "This was never about just one merger: this was about fighting back against corrupt oligarch billionaires trampling the interests of everyday people to line their own pockets. We're still in that fight. Join us."

Paramount moved quickly after the ruling. The company announced that Mattel CEO Ynon Kreiz will join Oct. 5 as co-CEO of the combined company alongside David Ellison.

Ruffalo's feud with the Ellisons

Ruffalo has been one of Hollywood's most vocal opponents of the deal. His criticism extends beyond Paramount CEO David Ellison to the CEO's father, Oracle cofounder Larry Ellison. The elder Ellison personally guaranteed $40.4 billion to back his son's pursuit of Warner Bros.

The feud escalated on Aug. 21, when Ruffalo shared a video on his Instagram story of Safra Catz, Oracle's executive vice chair, former CEO and current Paramount board member. The clip, taken from a 2024 Israeli-American Council summit, shows her describing "really profoundly scary technologies" Oracle provided to Israel's military after the Oct. 7, 2023, Hamas attack.

Ruffalo warned that those technologies "will most likely be merged into one of the largest media conglomerates in the world and one day used on you."

Paramount fired back in a statement. The company said it was "troubled when antisemitic tropes are invoked in purported service of a business dispute." It added: "Words like 'genocide' and 'apartheid,' applied to a corporate transaction, aren't just wrong—they're a bridge too far, and they cheapen the very real suffering those words are meant to describe."

Ruffalo responded on X on Aug. 22. "The accusation that I am antisemitic is appalling and fundamentally dishonest," he wrote. "Criticizing the actions of the Israeli prime minister, a military technology contract, or the executives who supply it is not the same as criticizing Jewish people."

He then returned to the deal itself. "The $111 billion deal would hand one family control over CNN, HBO and Warner Bros., backed in part by foreign money whose influence on editorial decisions has never been fully explained to the public," Ruffalo wrote.

What's in the settlement

Paramount reached the settlement on Sept. 21 with a coalition of states led by California Attorney General Rob Bonta. The group had sued in July to block the deal outright.

The consent decree imposes hard production commitments. The combined company must release at least 30 films in theaters per year for the first two years, then 32 per year for the following three. At least four films a year must be independent productions. Each counted film must stay in theaters for at least 45 days, and wide releases cannot reach subscription streaming for at least 90 days.

The company must also spend at least an additional $300 million a year on U.S. film production above Paramount and Warner Bros.' combined 2025 levels. It cannot sell or close either studio's Los Angeles-area lot for at least five years.

The penalty structure is specific. Missing the annual film quota costs $30 million for each film the company falls short. That money goes to entertainment-industry health and retirement funds, the Motion Picture & Television Fund and a National Association of Attorneys General fund. A shortfall would also force Paramount to sell its minority stake in Miramax, though the per-film penalty likely carries more weight.

The decree also requires the company to create a five-member News Editorial Independence Board of established journalists within 180 days of closing. The board will set editorial principles for CBS News and CNN and resolve disputes over alleged violations. Colorado and Washington joined the broader settlement but declined to sign off on the editorial board terms.

"Do not cave"

Before the settlement, Ruffalo publicly pressured Bonta to hold out.

"Don't you dare @AGRobBonta, do not cave," he wrote on X. "5,670 filmmakers put their necks on the line for you to fight this merger. Another 75,000+ and counting have signed to tell you not to concede in just 3 weeks."

The 5,670 figure appears to refer to an open letter organized by the Block the Merger coalition, signed by thousands of film and TV professionals opposed to the deal. After the settlement terms were announced, five coalition groups filed an amicus brief urging the judge to reject what they called a "toothless" settlement: Free Press, the Committee for the First Amendment, the Freedom of the Press Foundation, the Future Film Coalition and the International Documentary Association.

Martínez-Olguín approved the settlement anyway. Objectors' hopes for the decree "to reach farther—to achieve more—do not rise to the level of legal violations," she wrote.

The ruling leaves Ruffalo and the coalition with no legal avenue to stop the merger. Their leverage now rests on public pressure and the consent decree's enforcement—billion-dollar production quotas and an editorial board that will test whether the settlement has teeth once the Ellisons take control of CNN, HBO and Warner Bros.

Original: x.com

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Olivia Hart

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Staff writer covering industry trends and analytics at Business Bearings.

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