Three Democratic senators—Cory Booker (D-N.J.), Adam Schiff (D-Calif.), and Elizabeth Warren (D-Mass.)—have formally requested that the Federal Communications Commission (FCC) pause the proposed merger between Paramount and Warner Bros. Discovery due to concerns about foreign investors potentially controlling one of the largest media companies in the United States [1]. In a letter to FCC Chairman Brendan Carr, the senators insisted that the FCC must not allow Paramount to close the transaction until a thorough review of foreign investors is completed, citing possible national security threats posed by foreign government investment in the $110 billion entity [1].
The senators highlighted that, according to an April financial disclosure from Paramount, foreign ownership in the new corporation would rise to approximately 49.5 percent, with all voting rights controlled by the Ellison family through U.S. entities [1]. The disclosure also identified Saudi Arabia's public investment fund, as well as entities from the United Arab Emirates and Qatar, as equity holders [1]. Paramount asserted to the FCC that this ownership structure would not present any national security, law enforcement, or foreign or trade policy concerns [1]. However, the senators urged the FCC not to accept these assurances without further scrutiny and called for rejection of Paramount's petition for preemptive approval [1].
Under Section 310 of the 1934 Communications Act, foreign individuals, companies, and governments are generally prohibited from owning more than 25% of a U.S.-based firm with an FCC-issued broadcast license [1]. The senators set a July 1 deadline for the FCC to notify Paramount that the deal cannot proceed until the foreign investment review is complete [1].
The FCC's approval remains the largest regulatory hurdle for the merger, as the Department of Justice (DOJ) recently indicated it would not challenge Paramount's bid to acquire Warner Bros. Discovery after an eight-month review, concluding the transaction is not likely to harm competition or American consumers in streaming, television, or film production and distribution [1]. Despite the DOJ's decision, Senator Warren criticized the outcome and encouraged state attorneys general to continue opposing the merger, with California Attorney General Rob Bonta reportedly leading a coalition preparing a lawsuit to block the deal [1].
CONCLUSION
The Paramount-Warner Bros. Discovery merger faces significant regulatory scrutiny, particularly regarding foreign investment and national security concerns. While the DOJ has cleared the deal on antitrust grounds, the FCC's pending review and potential state-level legal challenges could delay or block the transaction, creating ongoing uncertainty for the companies involved.