Vicki Fishman

I have practised M&A and corporate law for more than seven years, so I want to explain why Mark Ruffalo’s comments about the Paramount-Warner Bros. merger bother me beyond the obvious politics. Paramount Skydance has agreed to acquire Warner Bros. Discovery in an approximately US$110 billion enterprise-value transaction. The consideration is cash. The financing package involves tens of billions of dollars of equity and debt. The transaction has cleared merger-control review in multiple jurisdictions and is now being challenged by a coalition of U.S. states on antitrust grounds. There are completely legitimate reasons to debate a deal of this scale: market concentration, competition, pricing power, editorial independence, potential job losses, the leverage being incurred, and the concentration of voting control after closing. Mark Ruffalo instead told his millions of followers: “This is the company that Larry Ellison is using to fund his son David’s Warner Bros. acquisition.” He was referring to Oracle. He then claimed Oracle’s “really profoundly scary technologies” would “most likely be merged into one of the largest media conglomerates in the world and one day used on you,” before linking the entire transaction to what he describes as Israel’s “genocide” and “apartheid system.” But Oracle is not being merged into Paramount. Oracle is a separate publicly traded corporation. The acquisition is being financed through a combination of debt and new equity financing, including a substantial cash investment by the Ellison family trust. That trust holds significant Oracle stock, which forms part of the assets supporting its funding commitment. But Oracle itself is not a party to the merger, its shares are not part of the consideration paid to WBD shareholders, and its technology, contracts and operations are not being transferred to Paramount. Paramount does maintain commercial arrangements with Oracle, including cloud and software agreements. Those related-party relationships are disclosed in Paramount’s SEC filings. A supplier relationship is not the same thing as Oracle being folded into the media company. This is where the rhetoric becomes troubling. Ruffalo’s story is essentially this: a Jewish billionaire and his son are accumulating enormous control over the media; their wealth is connected to Israel; a prominent Jewish-Israeli executive at a company in their orbit possesses frightening technology that supports Israel; and somehow that technology and power will migrate into the media conglomerate and may eventually be “used on you.” That construction has an extremely old pedigree: Jewish money, Jewish control of media, secret or frightening technological power, Israel, and a warning that the machinery will eventually be turned against the audience. Importantly, Ruffalo did not need any of this to oppose the transaction. He could have discussed competition, jobs, or whether one family should hold this much voting power over a major media conglomerate. Paramount’s own filings state that following closing, the Ellison family and RedBird will remain the sole holders of its voting shares. That is a perfectly legitimate concentration-of-control issue. Ruffalo responded that criticizing Netanyahu, Israel, or a military technology contract is not antisemitic. Of course it isn’t. But that is also not the criticism being examined here. Antisemitism has never required someone to announce “I dislike Jews.” Generally, it operates through stories about what Jews supposedly do: control institutions, manipulate governments, dominate finance or media, operate through hidden networks, and deploy extraordinary power against everyone else. As an M&A lawyer, there are dozens of serious questions one can ask about a US$110 billion merger. “The Jewish founder’s other company supports Israel, therefore its scary technology is going to become part of this media empire and could eventually be used against you” is not one of them.