California’s escalating battle over Paramount’s proposed $110-billion merger with Warner Bros. Discovery could end with another corporate giant walking away from the Golden State.

Sources told Semafor advisers close to CEO David Ellison have encouraged him to consider moving the company’s HQ and redirecting much of its planned $30 billion spending outside the state if Attorney General Rob Bonta files a lawsuit to block the deal.

Paramount has already committed to keeping both the Paramount and Warner Bros. studio lots operational if the merged company remains in California.

Executives have argued the merger would preserve and create jobs by backing roughly $30 billion in annual content spending at a time when film and television production have shifted to other states and Canada, resulting in thousands of entertainment jobs leaving California.

One adviser described California as an “inhospitable” place for Paramount to operate and said a lawsuit challenging the merger could ultimately push the company to leave the state.

Despite those discussions, Ellison is not sold on leaving California. He moved Paramount’s headquarters from New York to Los Angeles after acquiring the company last year and has spent most of his life in the state.

If Paramount ultimately relocates, it would join a growing list of major companies that have moved their headquarters after disputes with California regulators.

Chevron shifted its headquarters from San Ramon, Calif. to Texas two years ago, while Oracle and Tesla have also established headquarters in the Lone Star State.

The company also has another potential foothold outside California: Last year, Paramount signed a lease for nearly 300,000 square feet of studio space in Bayonne, N.J.

“We continue to engage constructively with the remaining few regulators around the world still considering the merger, including State Attorneys General, and are prepared to address any legitimate antitrust issues,” Paramount said in a statement.

“We are confident this transaction raises no such concerns, as demonstrated by the dozens of antitrust authorities around the world that have carefully reviewed the transaction,” the statement continued.


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