OAN Commentary by: Adonis Hoffman
Friday, January 16, 2026
A merger that concentrates cultural power, preserves CNN’s independence, and elevates Netflix’s dominance is unlikely to survive Trump-era scrutiny.
The proposed merger between Netflix and Warner Bros. Discovery is not merely a business transaction. It is a political test. And under the new regulatory and political standards taking root in Washington, this deal is unlikely to pass.
President Donald Trump has never treated major media consolidation as a neutral exercise. For the President, media power matters. Culture matters. Control matters. The Netflix deal runs into trouble on all three.
By every measure, Netflix is not just a streaming service. It has become a cultural force, and not a subtle one. For years, it has aligned itself with progressive politics, identity-driven content, and internal policies that many Americans see as ideological rather than commercial. That alignment has played well in Silicon Valley. It plays very differently in today’s Washington.
Regulatory review in a Trump-era environment is not limited to balance sheets or market-share charts. It asks a broader, more uncomfortable question: does this transaction serve the national interest, or does it concentrate cultural and informational power in institutions openly hostile to half the country?
On that measure, Netflix does not start from neutral. A company widely viewed as “woke” does not receive the benefit of the doubt in a Republican-led review. It receives scrutiny – strict and unforgiving scrutiny – that leads to unsustainable answers. Whether Netflix likes it or not is beside the point. That is the new reality shaping merger approvals now.
There is another problem Netflix cannot easily explain away, and it has a name everyone recognizes: CNN.
Under the proposed Netflix deal structure, CNN would remain largely autonomous, editorially independent, culturally insulated, and politically unchanged. In plain terms, the same CNN that has spent years in open opposition to Trump and his supporters would continue operating much as it does today. Anti-Trump, all the time.
That outcome is not incidental. It is central. And it is unacceptable to regulators at the Department of Justice, FCC and FTC who are no longer interested in cosmetic restructuring. A deal that leaves CNN untouched sends a simple message: nothing really changes. For a White House intent on confronting entrenched media power, that is a nonstarter.
Behind the headlines and deal mechanics sits a deeper issue that does not get enough attention. Warner Bros. Discovery also has a corporate governance problem.
This is not about personalities or press strategy. It is about process, judgment, and accountability. When a board responds to a competing bid not with transparency but with resistance, when it fights disclosure instead of welcoming it, that is a warning sign. Strong boards explain their reasoning. Weak boards circle the wagons.
Paramount’s lawsuit against Warner Bros. cuts straight to this point. The demand for internal analyses, valuation models, and decision memos raises a basic question that shareholders have an inherent right to ask: did the board truly compare alternatives, or did it lock onto a preferred outcome early and build the record around it? And if so, why and to what effect?
Corporate law does not allow directors to “pick and protect.” They are required to evaluate, test, and justify. When they fail to do so convincingly, investor confidence erodes quickly.
The proxy fight did not materialize out of thin air. It emerged because shareholders are being asked to trust a board that appears reluctant to show its work. If the Netflix deal were obviously superior, financially and strategically, disclosure would only help. Silence does the opposite. Investors notice these things, even when boards hope they will not.
A proxy contest is the market’s way of saying something quite simple: we are no longer confident this board is acting as a neutral arbiter of what is in the company’s best interest. We want a second set of eyes in the room.
In today’s environment, governance failures do not stay confined to the boardroom. They spill directly into regulatory review. A deal approved by a board operating under litigation pressure and shareholder revolt arrives in Washington already weakened. Regulators look harder. Critics grow louder. Political allies thin out. For a transaction that already faces cultural, political, and antitrust skepticism, weak governance is not a side issue. It makes everything worse.
At this point, the Netflix bid is being reviewed not just as a merger, but as the product of a board whose credibility is under active challenge. That changes the posture of the entire deal.
Boards lose authority the moment they start acting like defense lawyers instead of decision-makers. A board that cannot clearly explain why it rejected alternatives, why it structured the deal the way it did, and why this path serves long-term shareholders invites intervention. Courts intervene. Investors intervene. Regulators intervene.
Warner Bros. Discovery is no longer just defending a transaction. It is defending its own judgment. Right now, that judgment is very much on trial.
Beyond politics and governance lies a more basic concern that is harder to wish away: scale.
Netflix already dominates global streaming distribution. It controls the pipe into tens of millions of American homes. Absorbing Warner Bros. Discovery’s studios, libraries, and brands would turn Netflix from a platform into a gatekeeper, with unprecedented influence over what gets made, what gets distributed, and what gets seen. Just as important, owning Warner Bros. would give Netflix monopsony power over content creators, writers, producers, and studios, allowing it to dictate prices, terms, and creative conditions across the industry. When one buyer controls demand at that scale, competition narrows, voices shrink, and innovation suffers.
That level of vertical and horizontal power triggers alarms across the political spectrum. It does so especially among Republicans wary of concentrated control over news, entertainment, and public opinion. Simply put, it is too much power in one set of hands.
This is not a conventional merger between two legacy media companies trying to survive. It is a dominant platform swallowing an ecosystem. That distinction matters in antitrust review, even when traditional metrics appear murky.
By contrast, a transaction involving Paramount, whatever its imperfections, looks more familiar and more governable. It preserves competition among distributors. It limits cultural centralization. And it gives regulators room to impose conditions that actually change behavior rather than merely bless it. That is why Paramount’s lawsuit and proxy challenge matter. They do not simply contest valuation. They question whether Warner Bros. Discovery’s board is steering the company toward a deal that regulators, shareholders, and voters are unlikely to accept.
If this deal fails, it will not be quietly. It will fail in full view, through litigation, proxy fights, and political headwinds that are only intensifying.
Even with hints of an all-cash offer, Netflix may believe its size makes approval inevitable. Anyone who has watched how these reviews actually work knows better. In the current climate, power attracts resistance. Cultural dominance invites backlash. Deals that ignore politics rarely survive it.
In the end, the question being asked in Washington is straightforward and unforgiving: does this merger reduce concentrated media power, or does it entrench it?
If we look beyond the corporate spin, legal legerdemain, and press releases , the Netflix–Warner Bros. Discovery deal points in the wrong direction.
(Views expressed by guest commentators may not reflect the views of OAN or its affiliates.)
Adonis Hoffman, an Independent Counsel, writes on business, law and policy. He served in senior roles at the FCC and the U.S. House of Representatives.
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