UPDATE: This is now in a Supreme Court filing. Iowa and Montana told the Court that Warner Bros. is “frozen” and must “receive approval from Paramount for certain decisions,” with the result being “movies that are not made, risks that are not taken, and every decision hedged.”
David Ellison does not own Warner Bros. Discovery yet.
The 12-state antitrust lawsuit has the $110 billion merger frozen until the March 2027 trial.
But Ellison does not need to own WBD to have a say over DC.
The merger agreement already gives Paramount veto power over Warner Bros.’ biggest long-term franchise decisions.
A new report from The Hollywood Reporter details what life looks like inside both studios while the deal remains stuck in court.
Buried in the merger terms are restrictions covering deals involving “key property” IP, including new movies, television series, and licensing agreements with outside companies.
The agreement does not identify which franchises count as key properties, but THR points to the obvious names: Harry Potter, Game of Thrones, and DC.
Paramount Already Has Power Over Long-Term Deals
Warner Bros. can continue making deals during the normal course of business, but those agreements can only extend two years beyond the merger’s closing date.
Anything longer gives Paramount the first opportunity to negotiate.
Content sales and acquisitions may also require Paramount’s approval once they cross financial thresholds ranging from $30 million to $400 million, depending on the size, type, and length of the deal.
The same two-year limit applies to HBO Max bundles and partnership agreements.
Ellison does not receive these powers after the merger closes. They have already been in force since the agreement was signed in February.
A WBD source told THR that Paramount has not withheld consent from anything submitted for approval so far.
In other words, Warner Bros. is already bringing deals to Paramount. Right now.
Anyone who thinks this is only legal fine print should ask the creators of South Park.
The same clause blew up negotiations between Skydance, Paramount, and Park County. The public fight over the value and length of the deal delayed a season premiere and led creators Trey Parker and Matt Stone to declare, “This merger is a shit show, and it’s f—ing up South Park.”
It took a $1.5 billion agreement to end the fight.
That’s what happened when Paramount and Warner Bros. disagreed over one animated series.
Now apply the same contract to DC.
James Gunn’s DCU Now Runs Through Paramount
Connect the merger terms to what we already know.
As I reported when the states filed suit, my sources say the Paramount board wants James Gunn and Peter Safran out once the merger closes.
Gunn’s DCU fate could be forced into court paperwork before the March trial even begins. Gunn also just confirmed no DCU Batman has been cast.
The Batman stall suddenly makes a lot more sense.
Casting Batman means signing an actor to multi-picture options. There is no point in casting the center of a franchise for only one movie.
Those options would extend well beyond the merger’s closing date plus two years, putting Paramount directly at the table.
Why would Ellison approve long-term franchise commitments made by a DC regime his own board wants removed?
The same question now hangs over every actor linked to Batman, from Alan Ritchson on down.
And it reaches past Batman: the same contract explains why Man of Tomorrow keeps piling up cameos and why there is no Justice League until Ellison says so.
The trial does not begin until March 2027.
The cost of waiting is already projected to top $1 billion in ticking fees. Ellison also spent Tuesday arguing in The New York Times that the states’ lawsuit is really about CNN.
Maybe so.
But the contract Ellison signed says DC’s future already runs through him.
