A Lawsuit About Competition in Movie Theaters Has Become a Five-Year Plan for Where Movies Get Made

Responding to: California’s Paramount Settlement Doesn’t Stop at Antitrust — Ethan T. Tran · 2026-10-02

What the Piece Argues

Ethan T. Tran’s October 2026 National Review column argues that the consent decree California Attorney General Rob Bonta and eleven other state attorneys general negotiated with Paramount Skydance over its $110 billion acquisition of Warner Bros. Discovery exceeds the bounds of federal antitrust law. Tran contends that provisions requiring additional U.S. production spending, directing penalty money to union benefit funds, and creating an editorial-independence board for CNN and CBS News are industrial policy smuggled into a competition case, citing Firefighters v. Cleveland for the principle that a consent decree must serve the law behind the lawsuit. The piece’s preferred remedy, set out by structure rather than by name, is the merger as approved — its critique of the settlement’s overreach is, operationally, a defense of the merger against the constraints the states managed to extract.

Receipts

The piece complains that the settlement does too much. The structural fact missing from the complaint is that the merger is among the largest media consolidations in American history and the settlement is the only thing standing between the merged entity and zero state-imposed constraints on production, labor, community funding, or newsroom integrity.

• The framing wants you to believe

  • The settlement’s labor, production-location, and editorial-independence provisions are unrelated to antitrust and amount to “legislating” through litigation.
  • Courts have no “quasi-legislative power” to dictate how a merged company operates (the column’s reading of Hovenkamp).
  • A proper antitrust remedy would focus narrowly on prices, output, and innovation and let other policy goals go to legislatures.
  • The structural remedies Bonta sought did not make it in, so the settlement is purely behavioral and aspirational.

• What’s really going on

  • The merged entity combines CBS, CNN, multiple film studios, and a substantial share of American cable distribution into a single corporate entity. Per the column, the Department of Justice and regulators in dozens of countries approved the deal; the twelve-state coalition led by California was the only meaningful public challenge, and the settlement is what that challenge could extract.
  • The column cites Lina Khan saying the merger “seems facially illegal” — Khan is the column’s own chosen expert, and the column never engages her substantive argument that the deal warrants structural relief.
  • Firefighters v. Cleveland, 478 U.S. 501 (1983), the precedent Tran invokes, holds that consent decrees must further the objectives of the underlying law — a principle the column deploys in only one direction (against the worker, community, and journalism provisions) and not against the underlying concentration the merger effects.
  • Clayton Act §7, 15 U.S.C. §18, bars mergers whose effect “may be substantially to lessen competition” — language the column quotes, while declining to engage the broader scholarly reading (associated with Khan’s FTC and the post-2020 labor-antitrust literature) that “competition” can encompass labor-market competition and consumer welfare in editorial diversity.
  • Per the source: $30 million per missed film, half directed to the health and retirement trusts of the Writers Guild, Directors Guild, Teamsters, and IATSE; $47.5 million over five years for job-training and community arts groups; $1.5 billion in additional U.S. production spending over five years; and a board to resolve “alleged reporting bias” disputes at CNN and CBS News. These are the worker-side, community-side, and journalism-side constraints obtained from a $110 billion deal.

The Response Ladder

Polite Reframe

When to use: A policy-literate relative or colleague who has read the Tran column carefully and is asking the substantive question, not the rhetorical one. Use when the audience can follow a structural argument with legal citations and you want the legal terrain to do the work.

Dolores has driven a production truck onto Paramount lots for twenty-two years. Her health insurance and her pension live in the Teamsters health and retirement trust the National Review column by Ethan T. Tran calls a “special-interest give-away.” On Wednesday, a federal judge approved a consent decree over the $110 billion Paramount–Warner Bros. Discovery merger. If Paramount misses its annual film quota, the consent decree directs $30 million per missed film into the health and retirement trusts of the Writers Guild, the Directors Guild, the Teamsters, and IATSE. The column argues the consent decree has wandered beyond antitrust into industrial policy, citing the Supreme Court’s 1983 Firefighters v. Cleveland decision for the principle that a consent decree must serve the law behind the lawsuit. The point has real legal weight, and it deserves a serious answer. The point also has a structural fact the column leaves out.

The merger, per the column itself, combines CBS, CNN, multiple film studios, and a substantial share of American cable distribution into a single corporate entity. The Department of Justice and regulators in dozens of countries, including the European Commission and the U.K.’s Competition and Markets Authority, approved it. The twelve-state coalition led by California Attorney General Rob Bonta was the only major public challenge. The settlement is what that challenge could extract. The settlement is, by the column’s own account, a second-best outcome — the column notes that Bonta originally sought structural remedies in the form of asset sales and did not get them. The Tran column’s objection to the second-best outcome is, in practice, an argument for the third-best outcome, which is the merger as approved with no state-imposed constraints on production, labor, community funding, or newsroom integrity.

When the column complains that the $30 million per missed film — half of which flows to the health and retirement trusts of the Writers Guild, the Directors Guild, the Teamsters, and IATSE — is “picking favorite interest groups” rather than remedying a competition harm, it is asking a specific legal question. It is also the answer to a different question nobody asked the column to address. The column’s preferred world is the world in which Dolores’s pension fund gets nothing, the community arts groups get nothing, the journalism-integrity board does not exist, the state antitrust enforcers get nothing, and the only parties to walk away with anything from a $110 billion deal are the parties that already own the company.

The Tran column also observes that Lina Khan, the former FTC chair, told the court the merger “seems facially illegal” and that behavioral remedies “routinely fail.” Khan is the column’s chosen expert witness on antitrust, and the substantive argument the column is built to refute is the argument Khan makes. The column cites Khan’s line. The column does not, in its thousand words, write a sentence addressing whether the underlying merger should be allowed to close at all. The structural fact underneath the column’s legalism is that someone had to do this work, and only the states did. The Tran column’s preferred world is the world in which the largest media merger in American history closed with no state-level challenges, no state-level constraints, and the workers, the communities, and the newsrooms on the losing side of the deal left to the legislatures that have not legislated and the executives who have not given.

Firefighters v. Cleveland sets the right test: a consent decree must serve the law behind the lawsuit. The test does not run in only one direction. When a $110 billion merger is approved by every federal regulator and every foreign regulator with jurisdiction, the state attorneys general who extract the only constraints obtained are not legislating. They are enforcing. The Tran column’s legalism is real, and it lands on the only side of the deal with the workers, the communities, and the journalism integrity in it.

Mockery and Ridicule

When to use: When the audience is a bystander scrolling past — a friend who saw the headline, a coworker at lunch. Performs for the audience that has not read the piece; persuades by making the operation visible.

The National Review is upset that California Attorney General Rob Bonta dared to ask a $110 billion media conglomerate to pay its workers’ pension funds. Let that sit for a second.

Ethan T. Tran’s column argues that the consent decree Bonta and eleven other state AGs negotiated over the Paramount–Warner Bros. Discovery merger is “industrial policy” smuggled into an antitrust case. The settlement, Tran complains, requires Paramount to spend $1.5 billion more on U.S. production over five years. It directs $30 million per missed film to the health and retirement trusts of the Writers Guild, the Directors Guild, the Teamsters, and IATSE. It sets aside $47.5 million over five years for job-training and community arts groups. It creates a board to referee “alleged reporting bias” disputes at CNN and CBS News. Tran thinks all of this is beyond what the Clayton Act was written to do.

What the column does not say, in so many words, is that it is in favor of the $110 billion merger.

The merged entity, per the column itself, combines CBS, CNN, multiple film studios, and a substantial share of American cable distribution into a single corporate entity. The Department of Justice waved it through. The European Commission waved it through. The U.K.’s Competition and Markets Authority waved it through. Regulators in dozens of countries waved it through. The twelve-state coalition led by California was the only meaningful public challenge, and what the coalition got is the constraints in the settlement.

Tran invokes Herbert Hovenkamp, the dean of American antitrust scholarship, for the proposition that antitrust remedies must target prices, output, and innovation, and that courts have no “quasi-legislative power” to redesign how a firm operates. Hovenkamp is right about the principle. Hovenkamp’s principle is being deployed here to ensure that the largest media merger in American history operates with no constraints on where it shoots its films, which union funds collect its penalties, who resolves bias disputes at CNN and CBS, or how much money flows to community arts groups.

Tran also invokes Lina Khan, the former FTC chair, who told the court the merger “seems facially illegal.” Khan was the only senior antitrust official of the past decade to argue, on the record, that the deal warrants structural relief. Tran’s column cites Khan’s line and never addresses her argument. The columnist who accuses the settlement of “legislating through litigation” has not, himself, written a sentence about whether the underlying merger should be allowed to close.

Lina Khan says the deal is facially illegal. Tran says the settlement is facially too generous. The merger closes either way. The Tran column is, in operational terms, a defense of a $110 billion media merger by a columnist who has chosen to direct his fire at the only side of the deal that has the workers, the unions, the community arts, and the journalism-integrity board in it.

The Tran column asks the right legal question. It asks the question in a way that, if accepted, leaves the largest media merger in American history with fewer constraints than it currently has, on the only issues that anyone with state-level standing managed to extract. The piece’s preferred world is the world in which Paramount owes its workers nothing, its newsrooms nothing, its communities nothing, and the only people who got anything out of a $110 billion deal are the people who already own the company.

Nuclear Satire

When to use: When the audience is a serious reader who has watched this playbook run for two decades and needs the receipts stacked with the force of accumulation. Use when the polite and mockery versions have already been deployed and the point still has not landed.

Let us now speak of Ethan T. Tran’s National Review column of October 2, 2026, which is in the news, and which argues that the consent decree California Attorney General Rob Bonta negotiated with Paramount Skydance over its $110 billion acquisition of Warner Bros. Discovery has wandered outside the law.

The settlement, per the column, contains the following offending items: $1.5 billion in additional U.S. production spending over five years; $30 million per missed film, half of which flows to the health and retirement trusts of the Writers Guild, the Directors Guild, the Teamsters, and IATSE; $47.5 million over five years to job-training programs and community arts groups; a board to referee “alleged reporting bias” at CNN and CBS News; $12 million per missed film to an industry charity; $3 million per missed film to state antitrust enforcement. Per the column, these provisions are not what the Clayton Act is for.

The Clayton Act, the column reminds us, bars mergers whose effect “may be substantially to lessen competition.” A merger is approved that combines CBS, CNN, multiple film studios, and a substantial share of American cable distribution into a single corporate entity. The Department of Justice signs off. The European Commission signs off. The U.K.’s Competition and Markets Authority signs off. Regulators in dozens of countries sign off. The twelve-state coalition led by California is the only meaningful public challenge. The settlement is what the only meaningful public challenge could extract.

The column invokes Herbert Hovenkamp, the dean of American antitrust scholarship, for the principle that antitrust remedies must target prices, output, and innovation, and that courts have no “quasi-legislative power” to redesign how a firm operates. The column invokes Lina Khan, the former FTC chair, who told the court the merger “seems facially illegal.” The column cites these two authorities. The column does not, in the entirety of its thousand words, write a sentence addressing whether the underlying merger should be allowed to close. The column does not address Khan’s substantive argument. The column does not address Hovenkamp’s broader antitrust scholarship. The column is a complaint about the second-best outcome that argues, in practice, for the third-best outcome, which is the merger as approved, with no constraints on where films are shot, which union funds collect penalty money, who resolves bias disputes at CNN and CBS, or how much money flows to community arts groups.

The column cites Firefighters v. Cleveland, 478 U.S. 501 (1983), for the proposition that a consent decree must serve the law behind the lawsuit. The Supreme Court of the United States in 1983 held that even a consent decree — even a settlement freely negotiated by the parties — must be related to the statute under which the suit was brought. The Tran column invokes this case. The Tran column does not invoke it in any direction other than the one that argues the worker provisions, the union funding, the community arts money, and the editorial-independence board should not be in the deal. The Tran column does not invoke it in the direction that would ask whether the merger itself, which combines the entities that produce most American scripted television, most American cable news, and a substantial share of American theatrical film, is a transaction whose effects on competition in any direction are adequately addressed by a settlement that does not, in the column’s own telling, include the structural remedies the states originally sought.

To the Tran column, the workers’ pension funds are a special-interest give-away. To the Tran column, the community arts money is a special-interest give-away. To the Tran column, the editorial-independence board is a special-interest give-away. To the Tran column, the constraint on production location is a special-interest give-away. To the Tran column, the structural fact that a single corporation now controls CBS, CNN, and most American scripted television is not, in the relevant sense, a problem.

The Tran column asks, in the manner of antitrust-scholarship citations, why the settlement has so many provisions. The answer is the structural fact: a $110 billion merger required the production of a $110 billion consent decree, and the only parties with state-level standing extracted the only provisions anyone extracted. The Tran column’s preferred world is the world in which no party extracted anything. The Tran column’s preferred world is the world in which Paramount owes its workers nothing, its communities nothing, its newsrooms nothing, and the only people who got anything out of the largest media merger in American history are the people who already own the company.

To complain about a settlement’s overreach, in the specific situation in which the only party with standing extracted the only provisions obtained, is to argue, by structure, for no provisions at all. To argue, in the specific situation in which a $110 billion merger has closed, that the only side of the deal with the workers and the journalism integrity in it has too many provisions, is to argue, by structure, for the merger with no constraints. The Tran column does not make the argument in so many words. The Tran column does not have to. The structural fact does the work.

The Tran column’s preferred world is the world in which the most powerful media company in the United States operates with no constraints on its newsrooms, no constraints on its labor practices, no constraints on its production location, no constraints on its community obligations, and the workers’ pension funds and the community arts groups and the journalism-integrity board are all left to the legislatures that have not legislated and the executives who have not given. The Tran column’s preferred world is the world in which Lina Khan, who told the court the deal was facially illegal, is wrong, and the only meaningful public challenge to the largest media merger in American history is wrong, and the only side of the deal that has workers, communities, and journalism integrity in it is too generous.

This is the Tran column’s argument, in the Tran column’s own words, in the Tran column’s own legal framework, with the Tran column’s own cited authorities, in the structural form the argument takes when the argument is, on the merits, that the only constraints obtained from a $110 billion merger are too many constraints.

Profane Scorched-Earth

When to use: The full catharsis. When you have been watching columnists complain about the deal that just made CBS, CNN, and most American scripted television into one company, and you need the column’s own operation called by its own name, in the column’s own voice, with the receipts and the profanity both landing where they belong.

Holy shit. Ethan T. Tran’s National Review column is fucking upset that the lawyers for twelve state attorneys general — led by California’s Rob Bonta, the only meaningful public challenge to a $110 billion media merger — got Paramount Skydance to pay for shit. That is the column. The column is about the fact that somebody got a $110 billion media conglomerate to pay for shit, and the column thinks that is too much shit. Let us be very clear about what the column is and what the column is doing.

The merger combines CBS. CNN. Multiple film studios. A large share of American cable distribution. The Department of Justice waved it through. The European Commission waved it through. The U.K.’s Competition and Markets Authority waved it through. Regulators in dozens of countries waved it through. The only meaningful public challenge, per the column itself, was twelve state AGs led by California. The settlement is what the only meaningful public challenge could fucking get. The column is, structurally, the most sophisticated defense of a $110 billion media merger with no state-level constraints that you will read in any publication in October 2026, and it is in the fucking Wall Street Journal’s opinion pages under a National Review byline, and the column is upset that the deal includes the following items: a $1.5 billion production requirement, $30 million per missed film, half of which goes to the goddamn Writers Guild, Directors Guild, Teamsters, and IATSE retirement and health trusts; $47.5 million to job-training and community arts groups; a board to referee “alleged reporting bias” at CNN and CBS News; $12 million per missed film to an industry charity; $3 million per missed film to state antitrust enforcement. The column says this is “industrial policy.” The column says this is “legislating through litigation.” The column says the courts have no “quasi-legislative power” to “redesign how a firm operates.” The column invokes Herbert Hovenkamp and Lina Khan and Firefighters v. Cleveland and the Clayton Act. The column is fucking right about the legal principles. The column is fucking missing what the legal principles are pointing at. The merger, motherfuckers. The merger is the legal problem. The merger combines the entities that produce most American scripted television, most American cable news, and a substantial share of American theatrical film into a single corporate entity. The merger was approved by every federal regulator and every foreign regulator who looked at it. The merger was the only thing the only meaningful public challenge could not fucking stop. The settlement is the only thing the only meaningful public challenge could fucking get.

The column’s preferred world is the world in which the only meaningful public challenge got nothing, and the $110 billion media conglomerate operates with no constraints on where it shoots its films, no constraints on which union funds collect its penalty money, no constraints on who resolves its newsroom bias disputes, and no money going to the workers’ pension funds or the community arts groups or the state antitrust enforcers. The column’s preferred world is the world in which Lina Khan, who told the court the deal is “facially illegal,” was fucking wrong. The column’s preferred world is the world in which the writers’ and directors’ and Teamsters’ and IATSE members’ pension funds and health trusts get nothing. The column’s preferred world is the world in which the workers who made Paramount’s and Warner’s and CBS’s and CNN’s products get nothing out of the $110 billion deal that consolidated their employers’ bargaining power into one fucking corporation. The column’s preferred world is the world in which the community arts groups, the job-training programs, and the state antitrust enforcers get nothing out of a $110 billion deal that will, in operational terms, give one corporation control over more American news and entertainment infrastructure than any corporation in American history. The column is fucking upset that the workers got something. The column is fucking upset that the communities got something. The column is fucking upset that the newsroom integrity board got something. The column is fucking upset that the only meaningful public challenge to the largest media merger in American history got any constraints at all.

The column cites Lina Khan, the former FTC chair, who told the court the deal is “facially illegal,” and the column never, not fucking once, addresses her substantive argument. The column is in the structural position of someone who agrees with Khan on the diagnosis, agrees with the column’s own legalism, and arrives at the operational position of arguing, in the column’s own framework, for the merger with no constraints. The fucking court has approved the settlement, and the workers got something, and the communities got something, and the journalism-integrity board exists, and the fucking Wall Street Journal is mad that the workers got something. The column is here, and the column is fucking trying to convince you, with Hovenkamp and the Clayton Act and Firefighters v. Cleveland and the dean of antitrust scholarship, that the workers got too much. The workers, in this case, are the people who made the fucking product that Paramount Skydance just bought for $110 billion. The workers got $30 million per missed film into their pension and health trusts. The Tran column says this is “picking favorite interest groups.” The Tran column says this is “industrial policy.” The Tran column says the courts have no “quasi-legislative power” to do this.

The column can cite Firefighters v. Cleveland and the Clayton Act and the dean of antitrust scholarship. The column can say the workers’ pension funds are a special-interest give-away. The column can say the community arts money is a special-interest give-away. The column can say the editorial-independence board is a special-interest give-away. The column can say the production-location requirement is industrial policy. The column can do all of that. The column cannot make the legal principle run in only one direction. The court approved the settlement. The workers got something. The communities got something. The journalism-integrity board exists. The Tran column is here. The Tran column is mad. The Tran column can go fuck itself.