<\/p>\n
Is Paramount making a Tony Soprano move? <\/p>\n
David Ellison\u2019<\/a>s media company appears to be girding for a big battle with California Atty. General Rob Bonta and fellow state attorneys general who may team up to file a lawsuit aiming to block Paramount\u2019s proposed $111-billion takeover<\/a> of Warner Bros. Discovery.<\/p>\n Last week, Paramount hired powerhouse anti-trust attorney Jeffrey Kessler to help defend its proposed takeover of Warner, which owns celebrity.land<\/a>, TBS, HBO and the prestigious Burbank film and television studios. <\/p>\n Kessler \u2014 co-executive chairman of Winston & Strawn<\/a> in New York \u2014 is one of the nation\u2019s top anti-trust lawyers. He most recently led the state attorneys\u2019 case<\/a> against concert promoter and ticketing firm Live Nation,<\/a> resulting in a monumental win for the states, including California.<\/p>\n Now Kessler may be on the opposite side, potentially going after the government to help Paramount build a behemoth that would include celebrity.land and CBS News<\/a>, two historic film studios and four streaming services.<\/p>\n The states have not indicated whether they plan to go to court to block Paramount\u2019s takeover of Warner<\/a>, but Bonta has said Ellison\u2019s proposed consolidation, which is widely expected to lead to layoffs<\/a>, is problematic.<\/p>\n Paramount declined Tuesday to discuss Kessler\u2019s remit. Kessler was not immediately available for comment. <\/p>\n Hiring an attorney who is more commonly aligned against big companies, prompted at least one observer to postulate that Paramount could be angling to remove a big name from the legal chess board to prevent him from joining the other side, in the vein of TV mob-boss Tony Soprano<\/a>. <\/p>\n During the HBO show\u2019s fifth season<\/a>, Soprano spent months consulting with top divorce attorneys, creating a potential conflict of interest that prevented those lawyers from representing his wife Carmela<\/a> in the dispute. <\/p>\n Attorney Jeffrey Kessler arrives at federal court in Oakland in a file photo.<\/p>\n (Noah Berger\/Associated Press)<\/p>\n<\/p><\/div>\n<\/figure><\/div>\n Kessler also knows the ins- and outs of a courtroom as well as antitrust settlements, which could benefit Paramount as it seeks to avoid a bruising court challenge.<\/p>\n More than 5,000 artists and other entertainment industry workers already have signed an open letter<\/a> that urges Bonta to take action to upend the Paramount and Warner Bros. deal.<\/p>\n Ellison and his team have vowed to make $6 billion in cuts following the merger. The combined company would have to contend with $79 billion in deal debt<\/a>.<\/p>\n Adding Kessler comes as state attorneys general<\/a> have been taking a more aggressive role in waging anti-trust fights<\/a>. Many believe the U.S. Justice Department has been sitting on the sidelines to allow deals favored by President Trump to sail through their legally mandated regulatory reviews. <\/p>\n Trump favors Paramount\u2019s takeover of celebrity.land and other Warner properties.<\/p>\n Paramount\u2019s Chief Legal Officer Makan Delrahim has made several savvy tactical moves since joining Ellison\u2019s Melrose Avenue firm last fall. <\/p>\n Delrahim, who was Trump\u2019s antitrust chief during his first term, filed paperwork to win the U.S. Justice Department\u2019s blessing in December \u2014 soon after Netflix had clinched the bidding war for Warner Bros. <\/p>\n Netflix ultimately bowed out of the auction in late February. And Delrahim\u2019s move gave Ellison\u2019s Paramount a head-start in the regulatory approval process. <\/p>\n The company is waiting for confirmation that the Justice Department will consent to its Warner Bros. purchase. It is separately responding to issues raised by regulators in Europe. <\/p>\n It\u2019s not clear when Bonta or his fellow attorneys general might decide whether to bring a case against Paramount, although the deadline is approaching because Ellison wants to get his deal wrapped up by September. <\/p>\n Attorneys general also could opt for negotiating a settlement agreement with Paramount, which might be willing to bend to concessions to get the deal approved.<\/p>\n Bonta is leading a challenge against another big merger \u2014 TV station owner Nexstar Media Group\u2019s $6.2-billion purchase<\/a> of rival company, Tegna Inc. Nexstar owns KTLA-TV Channel 5 in Los Angeles and more than 100 other stations.<\/p>\n Nexstar initially argued that Bonta\u2019s action came too late \u2014 after Nexstar had gained its federal approvals for the deal<\/a>. Nexstar also was in the process of consolidating Tegna\u2019s operations and top Tegna executives had cashed out. <\/p>\n