Shareholders vote on $110B merger combining CBS News and CNN

Warner Bros. Discovery shareholders are voting Thursday on a proposed $110 billion merger with Paramount Skydance that would combine two of America's largest news organizations, CBS News and CNN, under a single corporate umbrella led by David Ellison, son of Oracle co-founder Larry Ellison. Paramount has offered $31 per share for WBD's entirety, including cable networks like TNT and Discovery Channel, streaming service HBO Max, and the Warner Bros. film studio. The deal includes a $7 billion breakup fee if regulators block it, along with the $2.8 billion breakup fee WBD owed Netflix for terminating a separate agreement with that company. The merger is expected to close in the third quarter if approved. The deal has faced significant regulatory scrutiny. Democratic Senator Cory Booker has called on the Federal Communications Commission to investigate foreign investment in the merger, which includes sovereign wealth funds from Saudi Arabia, Qatar, and the United Arab Emirates, as well as investment from China. Britain's Competition and Markets Authority is also set to launch an antitrust investigation. Independent proxy advisory firm Institutional Shareholder Services recommended shareholders vote in favor, calling the offer "the result of a competitive sales process" that provides "meaningful premium" and "certainty of value." However, ISS criticized the proposed golden parachute for WBD CEO David Zaslav totaling more than $800 million, including approximately $335 million in excise tax gross-ups, calling out the controversial tax rule originally designed to limit CEO pay. The merger has raised concerns about editorial independence at both networks, particularly CNN, which has been frequently targeted by President Trump. David Ellison has reportedly promised Trump "sweeping changes" at CNN if the deal closes. Critics point to moves already made at CBS under Ellison's leadership, including appointing conservative writer Bari Weiss to lead the network and installing a former Trump administration appointee as ombudsman. Seth Stern of the Freedom of the Press Foundation said, "Ellison has already shown his cards when it comes to editorial independence and has zero credibility on the issue." Meanwhile, a separate $6.2 billion merger between local news operators Nexstar and Tegna, which would reach 80 percent of TV households, has been blocked by a federal judge's temporary restraining order while antitrust lawsuits from eight state attorneys general proceed.