The moguls are in Sun Valley acting like this deal's already framed and hanging on the wall — and the open proceedings haven't gotten the memo. This is Paramount Skydance Watch. Today: what the Warner shareholder split actually settles, why ITV's CEO in the UK is bracing more openly than anyone here, and the federal filing number that changes the climate around all of it. And we finally have the first genuinely binding fact of the week. Let's start in Idaho. Jill Goldsmith, Dade Hayes, writing in Deadline:
The media landscape does not. Boutique investment bank Allen & Co. has hosted the conference long referred to as summer camp for billionaires every year since 1983, but few editions have unfolded at a moment of this much change reshaping the business.
Sun Valley's back, and the pine trees look just like they did last July. The map underneath them sure doesn't — twelve months ago, the moguls up there were watching Comcast and WBD announce their splits, and Skydance still couldn't get Paramount over the line. And now Skydance got it closed, WBD shareholders have blessed the next merger, and that same room is trading gossip like the deal's already stamped. That's Allen & Co. — the mood is always ten steps ahead of the docket. Exactly. That's the gap. In those conference rooms, it's done. In the actual proceedings — state, international — it very much isn't. And I don't hear anyone at that resort accounting for Comcast possibly spinning off its cable networks, which would reshape the competitive field a merged Paramount-WBD walks into. Right, and the same weekend agenda has AI, plus those Versant-Full Swing-style deals. Sun Valley has all of it happening at once: moguls pricing every downstream move against the next one in real time. So shareholders said yes to the actual merger and no to Zaslav's payout — does that 'no' vote on the pay package actually stop him from getting the money, or is this just shareholders venting? Mostly venting, legally speaking — but a very loud version of it. The merger vote is binding. WBD shareholders approved the deal overwhelmingly, and that clears a critical threshold for Paramount's roughly $110-to-$111 billion acquisition to move forward. The pay vote is separate. It's a say-on-pay vote, and under U.S. securities rules, that's advisory, not binding. So even though 82% of shareholders rejected Zaslav's compensation package, per Deadline's reporting of the final tally released Thursday, that rejection doesn't legally strip him of the payout. The package — which could reach up to $886 million depending on certain variables, according to multiple outlets including Variety — was already baked into his existing contract. Shareholders were basically registering formal disapproval. And this wasn't a surprise: influential proxy advisory firm ISS had recommended a 'no' vote weeks earlier, flagging what it called 'problematic' elements like tax reimbursements and accelerated stock vesting. If the pay vote doesn't change anything contractually, why do companies even hold it — does it create any real pressure on the board? It does, just not the kind that rewrites the contract. It creates reputational and governance pressure, and that can matter in a post-merger world where Zaslav's relationship with the incoming Paramount leadership — and David Ellison's board — is still being defined. A vote that lopsided, 82% against, is the kind of number that comes back in future proxy fights and boardroom conversations. The deal still has to clear remaining regulatory hurdles before it closes, so watch how the Paramount and WBD boards respond to shareholder sentiment while that process plays out. Scott Roxborough, writing in The Hollywood Reporter:
ITV CEO Carolyn McCall, speaking to the media on a conference call following the news that Comcast-owned Sky plans to acquire ITV’s networks and streaming business for$2.13 billion(£1.6 billion), admitted antitrust scrutiny will be rigorous. “We expect a very through and comprehensive review . Which we expect will go to phase 2,” said McCall, noting that U.K. regulatory approval could take “12 to 18 months.”
Carolyn McCall got on a call with the press about the Sky deal and basically said the quiet part out loud — she expects a very thorough review, expects Phase 2, and is talking twelve to eighteen months. That's a CEO who has watched the CMA work and is pricing it in. Right, and that matters. A $2.13 billion content-and-streaming asset is getting stress-tested by regulators — a live comparable for how the CMA thinks about IP-library value inside a merger review. McCall is setting expectations before the hard review starts. Now put that next to how Paramount-WBD has been talking about the CMA. One CEO is openly bracing her whole company for a hard review. The other side keeps treating international clearance like a formality. There's precedent here too — BSkyB tried to grab ITV back in 2006 and got blocked on media-plurality grounds. McCall knows that history cold, which is exactly why she's saying Phase 2 before anyone forces her to. So when you hear the moguls at Sun Valley treating these deals as done — this is the counterweight. McCall is telling you what 'done' actually costs: a year and a half of scrutiny, minimum. Fred Ashton, writing in American Action Forum:
The data for FY 2025 confirm the return of early termination, which was indefinitely suspended in February 2021 before being restored in February 2025; the practice allows mergers and acquisitions that pose no competitive concerns to close before the mandatory waiting period expires and reflects the agencies’ ongoing effort to avoid unnecessary roadblocks for competitively benign transactions, ultimately lowering transaction costs.
On July 2nd, the FTC and DOJ dropped the 48th HSR report, and buried in it is the number I've been waiting all week to point at — early terminations are back. They were restored in February 2025 after being frozen for four years. The federal apparatus is basically clearing benign deals at a pre-2022 rhythm again. That's the current the multistate AG threat is trying to swim against. Hold on — early termination coming back doesn't mean this deal gets a fast pass. It means competitively boring deals do. Nearly a third of these filings were over a billion dollars, and those aren't the ones getting waved through. Still, I take the point — it reads like a federal posture shift. And that's the climate Bonta's outside counsel is walking into. Across the Atlantic, one CEO is openly bracing for a rigorous review; here, the state has said almost nothing about scope. Exactly. If the federal clearance environment doesn't reward a state piling on, silence starts to look like a weak hand. If you’ve got feedback, a story idea, or a correction, send it our way at paramountskydancewatch at lantern podcasts dot com. We read the inbox, and we appreciate hearing from you.
Links to every story we covered today are in the show notes, so if one caught your ear, you can follow it there and read more.
Thanks for spending part of your Wednesday with us. That’s Paramount Skydance Watch for today. This is a Lantern Podcast.