Sens. Cory Booker (D-N.J.), Adam Schiff (D-Calif.) and Elizabeth Warren (D-Mass.) sent a joint letter to FCC Chairman Brendan Carr on Thursday urging the agency to block any premature closing of the Paramount-Warner Bros. Discovery merger until a full review of foreign ownership interests is completed.
The Democratic senators cited financial disclosures showing that foreign investors would hold approximately 49.5 percent ownership in the combined company once the deal closes, which they argue would nearly double the statutory threshold for foreign ownership of broadcast media companies.
Paramount informed the FCC in April that non-U.S. investors include entities based in Saudi Arabia, Abu Dhabi and Qatar. The company maintained to regulators that this arrangement would not present national security, law enforcement, foreign policy or trade policy concerns.
What the Left Is Saying
Booker, Schiff and Warren argued that Carr should not take Paramount's representations at face value and should deny its petition for preemptive approval to exceed foreign ownership limits under federal telecommunications law.
"That review must rigorously assess the national security threats posed by foreign government investment in one of the nation's largest news media companies," the senators wrote in their letter.
The lawmakers emphasized concerns about Gulf sovereign wealth funds, stating they "collectively represent the financial instruments of three foreign governments with distinct national interests and shared record of censorship and press suppression."
The senators set a July 1 deadline for Carr to formally notify Paramount that the deal may not close while reviews remain pending.
What the Right Is Saying
Supporters of the merger, including business groups and industry analysts, have pointed to last week's Justice Department approval as evidence the deal meets regulatory standards. The DOJ completed a monthslong analysis determining the transaction was not likely to reduce competition or harm consumers in on-demand video streaming, linear television, and film production.
Conservative critics of expanded regulatory intervention have argued that foreign investment restrictions should be narrowly tailored to genuine security threats rather than used to block legitimate business transactions. They contend that applying heightened scrutiny based on passive sovereign wealth fund investments differs from direct government control of media operations.
Some free-market advocates have suggested that requiring divestiture of foreign stakes could deter international capital investment in U.S. companies more broadly, potentially harming American competitiveness.
What the Numbers Show
The merger is valued at approximately $110 billion, according to Justice Department filings.
Foreign investors would hold a 49.5 percent stake in the combined entity under current deal terms.
Section 310 of the 1934 Communications Act generally prohibits foreign individuals, governments and corporations from directly or indirectly owning more than 25 percent of a U.S.-based company that controls an FCC-issued broadcast or radio license.
The Justice Department approved the transaction last week after determining it was not likely to reduce competition in relevant markets including streaming services, traditional television and film production/distribution.
More than 1,000 entertainment industry professionals, including major Hollywood stars, signed an open letter this spring opposing the merger on antitrust grounds, arguing it would further consolidate "an already concentrated media landscape."
The Bottom Line
The FCC's decision on whether to grant preemptive approval for foreign ownership limits will be a critical test of the commission's approach to national security review under existing telecommunications law. Carr has not yet responded publicly to the senators' letter.
If the FCC denies Paramount's petition, the company would need to restructure its investor agreements or face potential delays in completing the merger. Industry analysts expect significant negotiations between regulators and the companies involved before any closing date can be finalized.
What to watch: Whether other Senate Democrats join the effort, whether Carr schedules a commission vote on the foreign ownership question, and how Paramount responds to demands for structural changes to its investor composition.