By Dave Michaels
As the top antitrust enforcer in President Trump's first administration, Makan Delrahim tried to block a deal that included the sale of Warner Bros. Now he's trying to help his new boss buy it.
Money usually rules in takeover battles, but legal and political risks abound in the fight that Paramount is waging to pry Warner Bros. Discovery from its preferred buyer, Netflix. Delrahim, hired as Paramount's chief legal officer in October, is aiming to leverage those risks to his employer's benefit.
Delrahim said in recent meetings with Warner investors that officials in the Justice Department's antitrust division, which he led from 2017 to 2021, are unlikely to allow Netflix's $72 billion bid for the company's studios and HBO Max streaming service. Regulatory hurdles could be even higher for Netflix in Europe, he said, according to people familiar with his remarks.
Paramount's $77.9 billion hostile bid for Warner, meanwhile, would easily pass antitrust muster, he said in the meetings, arguing there is ample competition in a market where the likes of Apple, Amazon and other tech companies are producing and buying films. Delrahim has until Jan. 21 to make his case. That is when investors have to decide whether to sell their shares to Paramount, unless the timeline is further extended.
Warner disputes that Paramount has an easier road to regulatory clearance than Netflix -- a view shared by some antitrust observers who believe combining Paramount and Warner raises its own set of concerns because the two are head-to-head rivals. Warner's board advised shareholders last week to vote against Paramount's tender offer because billionaire Larry Ellison, who would fund the deal, hadn't personally guaranteed his $40 billion in financing. Ellison did so in an updated offer that Paramount made on Monday.
Delrahim's antitrust experience is one of the reasons Paramount Chief Executive Officer David Ellison, Larry Ellison's son, recruited him. His tenure atop the Justice Department's antitrust division was contentious. He took a big swing -- and missed -- in trying to block AT&T from purchasing what was then Time Warner, though the effort sparked new debate about the potential competitive harms of vertical mergers that combine distributors with suppliers of sought-after products. That issue could be relevant again as antitrust enforcers review the Netflix deal.
Delrahim was criticized in 2019 for allowing T-Mobile to buy telecom rival Sprint, but he received bipartisan support for attacking no-poach agreements that limited worker mobility, and for endorsing an end to restrictions on compensation for college athletes.
"When Makan is right, he is just ahead of his time," said Doha Mekki, a lawyer who worked under Delrahim and rose to become the antitrust division's second-ranking official during the Biden administration.
Delrahim, 56 years old, was born in Iran and moved to Los Angeles when he was 9, fleeing the Iranian revolution. He worked at a gas station his father owned and, after college at UCLA, where he studied physiology, went to George Washington University Law School at night and planned a career as a patent lawyer.
He soon wound up at the Senate Judiciary Committee, where he learned how to navigate the political complexities of Washington. He was interested in working on biotechnology, intellectual property laws and antitrust issues, including the government's big investigation of Microsoft, said Manus Cooney, a former staff director of the committee.
After the Sept. 11, 2001, terrorist attacks, Delrahim and others worked around the clock to write the Patriot Act, the legislation that expanded U.S. law enforcement's surveillance powers and is sometimes blamed for eroding civil liberties.
"Makan was able to think two or three steps ahead and understand if you can get 70%, 80%, you're in a good place," said Cooney, now a lobbyist.
Delrahim worked an initial stint as a Justice Department antitrust deputy from 2003 to 2005 before moving back to California to enter private practice. He returned to Washington a decade later to join Trump's White House.
With longtime connections in the entertainment industry, Hollywood issues have been front of mind for Delrahim. As antitrust chief, he moved in 2019 to scrap a series of 70-year-old settlements, known as the Paramount Decrees, that restricted how movie studios were allowed to distribute films through movie theaters. The same year, he intervened on Netflix's behalf to ensure its films would be eligible for Oscars consideration.
Netflix is now the opponent. In the meetings with Warner investors, he likened Netflix's rival deal for Warner to Visa's attempt in 2020 to buy the financial-technology firm Plaid. As assistant attorney general, Delrahim authorized a lawsuit seeking to block the deal, saying it would have cemented Visa's monopoly in online debit transactions. Visa abandoned the acquisition.
The wild card in the battle for Warner is Trump, who recently said he wants to be involved in deciding who gets to buy it. Much of the president's focus has been on forcing ownership changes at Warner-owned CNN. Trump has feuded with the news network since his first term and is calling for it to be sold.
Delrahim has lived this drama before. He was working in the first Trump White House, vetting judicial nominees, when the president nominated him as the Justice Department's antitrust chief. He took the job against the backdrop of Trump's pledge as a presidential candidate that his administration would block AT&T's deal for Time Warner, a stance widely viewed as an attempt to punish CNN.
Months after being confirmed, Delrahim sued to block the merger, citing concerns that AT&T would have the power to raise prices for Warner's content or withhold it from rival cable providers. A district court rejected those claims and declined to block the deal.
Some Democrats supported the Justice Department's AT&T lawsuit even though they worried Trump had influenced it. Progressives this time are opposed to Netflix's proposed takeover -- and Paramount's.
Delrahim has been part of Paramount's lobbying push in Washington. Last week, David Ellison and Delrahim were at a dinner with Sen. Ted Cruz, the Republican chairman of the Senate Commerce Committee.
When meeting with Warner investors, Ellison and Delrahim didn't stress their political connections, only saying they had spent a lot of time in Washington and were confident about their ability to get the deal done.
"Anybody in this sort of position has to factor in whatever political reality is going to be overhanging something like this," said Will Moschella, a lawyer and lobbyist who worked with Delrahim in private practice and in government. "I think he is one of those guys at this point in his career, he has seen it all."
Write to Dave Michaels at dave.michaels@wsj.com
(END) Dow Jones Newswires
December 22, 2025 22:00 ET (03:00 GMT)
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