By Pedro Carvalho da Costa
The year 2025 began with news that resonated strongly in the Brazilian media: the potential M&A transaction between the airlines Gol and Azul.
Although it was announced on December 10 of that year that the companies had abandoned the deal so that each could individually focus on its restructuring processes, consumers around the world were caught by surprise by what may be one of the largest concentration transactions in history: the dispute over the sale of Warner Bros., contested by Netflix and Paramount.
The announcement was made on December 5 by Netflix, informing that it had reached an agreement to acquire Warner Bros. Discovery for USD 72 billion, which would include the acquisition of HBO (including the HBO Max streaming service), DC Studios, and the entire Warner Bros. catalog.
The offer made by Netflix did not occur in isolation. Warner Bros. Discovery has been seriously considering a potential M&A since October 2025, which includes, in response to Netflix’s bid, a counteroffer by Paramount in the amount of USD 108 billion.
A hostile offer, in M&A terminology, involves disclosing the monetary proposal directly to the shareholders of a company, without going through a price negotiation phase with its executive board or board of directors. The company seeks to entice shareholders directly with a value that tends to be more attractive to them, as they are the parties who will make the final decision regarding the transaction.
Any transaction that is eventually carried out must be approved by the United States antitrust authority, the Federal Trade Commission (FTC), to assess whether the merger of two entertainment giants would pose a risk to competition and potentially harm consumers. The transnational profile of Warner Bros. Discovery and its potential buyers (whether Netflix or Paramount) will likely require approval by other antitrust authorities as well, such as the European Commission in the European Union and the Administrative Council for Economic Defense (CADE) in Brazil.
In the European Union, the chances of the transaction being approved without restrictions are low. In force since 2022, the Digital Markets Act (DMA) is an innovative regulatory framework worldwide, imposing obligations on companies that provide digital services and hold vast economic power, such as Amazon, Apple, and Meta. None of the companies involved in the potential Warner transaction is listed as a “gatekeeper” (the term used for companies with such significant influence), but Europe’s regulatory trend toward stricter oversight of digital markets suggests that, should the transaction proceed, European regulators are likely to scrutinize it more closely—either by imposing obligations for approval or by rejecting it entirely.
In Brazil, Bill No. 4675/2025 is currently under consideration. It seeks to reform Law No. 12,529/2011, which structures CADE, adopting a model inspired by the European Union and introducing the designation of “systemically relevant economic agents” for companies that hold significant power in digital markets.
Even without the reform of CADE’s governing law, the Brazilian antitrust authority is unlikely to approve the transaction without restrictions, given its potential to concentrate substantial power in a single economic agent—especially considering that the company operates not only in the entertainment sector but also in the news and information segments more broadly.
The path Warner will ultimately take remains uncertain, but the situation serves as an important warning to the antitrust authorities involved: the need to prevent even greater market concentration and avoid potential deterioration in available services and products, as well as the risk of anti-consumer practices. This mirrors the controversy triggered in the first half of 2025 by the (now failed) proposed transaction between Azul and Gol.
