State Attorneys General Expand Their Role as Independent Antitrust Enforcers

In this blog post for Morgan Lewis, authors Joshua M. Goodman, Ryan Kantor, Amanda B. Robinson, Diana Cortes, Darwin P. Roberts & Nathan Bennett examine the growing role of state attorneys general (AGs) as independent antitrust enforcers. The authors focus on the recent challenge to the proposed Paramount-WBD merger, in which state AGs alleged that the transaction would violate Section 7 of the Clayton Act by harming competition across several film, television, and cable markets. The case demonstrates that states are increasingly willing to pursue significant transactions independently, even when federal antitrust agencies have completed their reviews without challenging the deal.

The Paramount-WBD challenge follows the March 2026 lawsuit by a coalition of state AGs seeking to block the Nexstar-Tegna merger. In that case, a federal district court granted a preliminary injunction preventing the companies from integrating while the litigation proceeds. Together, the two cases suggest that independent state merger challenges could become a more common feature of major transactions, particularly where state enforcement priorities diverge from those of federal agencies. The trend also coincides with broader increases in state AG enforcement and the adoption of state-level pre-merger notification requirements.

The authors advise companies to account for state enforcement risk when structuring and negotiating M&A transactions. Unlike federal HSR review, where expiration of the waiting period is often a closing condition, parties may remain obligated to close while state AG investigations continue unless their agreements specifically provide otherwise. Companies should therefore consider whether transaction agreements appropriately allocate state enforcement risks and should identify potentially relevant jurisdictions based on factors such as the parties’ locations, competitors, consumers, and other affected constituencies.

The authors continue, emphasizing that state investigations can involve multi-state coalitions with different priorities, strategies, and approaches to litigation or settlement. Although state and federal enforcers may rely on the same substantive antitrust provisions, their procedural frameworks and timing considerations can differ significantly. Recent cases demonstrate that state AG enforcement should be considered alongside federal review from the earliest stages of a transaction, including due diligence, regulatory strategy, deal documentation, and litigation preparedness…

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