Business
A Decade-Long Search for a Battery That Can End the Gasoline Era
On a frigid day in early January, as she worked in her office in the Boston suburb of Billerica, Mass., Siyu Huang received a two-word text message.
“Spinning wheels,” it said. Attached was a short video clip showing a car on rollers in an indoor testing center.
To the untrained eye there was nothing remarkable in the video. The car could have been getting its emissions tested at a Connecticut auto repair shop (except it had no tailpipe). But to Ms. Huang, the chief executive of Factorial Energy, the video was a milestone in a quest that had already occupied a decade of her life.
Ms. Huang, her husband, Alex Yu, and their employees at Factorial had been working on a new kind of electric vehicle battery, known as solid state, that could turn the auto industry on its head in a few years — if a daunting number of technical challenges could be overcome.
For Ms. Huang and her company, the battery had the potential to change the way consumers think about electric vehicles, give the United States and Europe a leg up on China, and help save the planet.
Factorial is one of dozens of companies trying to invent batteries that can charge faster, go farther, and make electric cars cheaper and more convenient than gasoline vehicles. Transportation is the biggest source of man-made greenhouse gases, and electric vehicles could be a potent weapon against climate change and urban air pollution.
The video that landed in Ms. Huang’s phone was from Uwe Keller, the head of battery development at Mercedes-Benz, which had been supporting Factorial’s research with money and expertise.
The short clip, of a Mercedes sedan at a research lab near Stuttgart, Germany, signaled that the company had installed Factorial’s battery in a car — and that it could actually make the wheels move.
The test was an important step forward in a journey that had begun while Ms. Huang and Mr. Yu were still graduate students at Cornell University. Until then, all their work had been in laboratories. Ms. Huang was excited that their invention was venturing into the world.
But there was still a long way to go. The Mercedes with a Factorial battery hadn’t yet been taken out on the road. That was the only place the technology really mattered.
Many start-ups have produced solid-state battery prototypes. But no American or European carmaker has put one into a production vehicle and proved that the technology could survive the bumps, vibrations and moisture of the streets. Or if any have, they have kept it a secret.
In late 2023, Mr. Keller, a veteran Mercedes engineer, proposed to Ms. Huang that they try.
“We’re car guys,” Mr. Keller said later. “We believe in things really moving.”
Roots in China
Ms. Huang stands out in a niche dominated by men from Silicon Valley. Some brag about their 100-hour workweeks; she believes in a good night’s sleep. “Having a clear mind to make the right decision is more important than how many hours you work,” she said.
She is approachable and laughs easily, but also projects determination. She works from a sparsely decorated office in Billerica that looks out on a patch of forest crossed by power lines. The furnishings include a plain black bookcase, stocked with a few technical volumes, that she inherited from a previous tenant. Her diplomas from Cornell — a Ph.D. in chemistry and a master’s in business administration — hang on the wall.
Ms. Huang grew up in Nanjing, China, where she was in an elementary school program that had her gather environmental data. The program instilled an interest in chemistry and an awareness of the vehicle exhaust and industrial pollution choking Nanjing’s air. She realized, she recalled, that “we need to grow a planet that’s healthier for human beings.”
In a dormitory at Xiamen University on China’s southern coast, where she studied chemistry, she saw an advertisement for a Swedish exchange program. After spending two years there, she and Alex, whom she had known since they were students in China, were both accepted to doctoral programs in Cornell’s chemistry department. She arrived in Ithaca, N.Y., in 2009 with $3,000, which she had managed to save from her Swedish scholarship. They have both since become U.S. citizens.
They were star students, said Héctor Abruña, a professor at Cornell known for his research in electrochemistry. He still has a picture on his office bookshelf of himself with Mr. Yu and Ms. Huang in their commencement robes.
With an idea that grew out of Dr. Abruña’s lab and some seed money from the State of New York, Mr. Yu and Ms. Huang founded the company that later became Factorial while she was still completing her business degree.
“They are extremely dedicated and extremely bright,” said Dr. Abruña, who continues to advise Factorial. “Straight shooters — zero BS.”
Mr. Yu is now Factorial’s chief technology officer. The company is, in that sense, a family operation. Ms. Huang is reticent about their private life, declining to say even how many children they have.
Initially the company focused on improving the materials that allow batteries to store energy. That changed after Mercedes invested in Factorial in 2021. Mercedes was looking for a bigger technological leap and encouraged Factorial to pursue solid state.
The technology has that name because it eliminates the liquid chemical mixture, known as an electrolyte, that helps transport energy-laden ions inside a battery. Liquid electrolytes are highly flammable. Replacing them with a solid or gelatinlike electrolyte makes batteries safer.
A battery that doesn’t overheat can be charged faster, perhaps in as little time as it takes to fill a car with gasoline. And solid-state batteries pack more energy into a smaller space, reducing weight and increasing range.
But solid-state batteries have one big drawback that explains why you can’t buy a car with one today. Such battery cells are more prone to grow spiky irregularities that cause short circuits. Vast riches await any company that can overcome this problem and develop a battery that is durable, safe and reasonably easy to manufacture.
Despite obvious differences between Factorial and Mercedes — the start-up has a little more than 100 employees, compared with 175,000 — Ms. Huang’s working style meshed with the culture at Mercedes and its roots in Swabia, the region around Stuttgart where people are known for their no-nonsense approach and restraint.
Mr. Keller found Ms. Huang’s low-key, factual manner to be a welcome contrast to the hype and unfulfilled promises that are pervasive in the battery and technology industries. Factorial, he said, “has not been announcing, announcing, announcing and not delivering.”
‘Production hell’
It’s an axiom in the battery business that producing a cool prototype is the easy part. The challenge is figuring out how to make millions of solid-state batteries at a reasonable price.
Factorial confronted that problem in 2022, setting up a small pilot factory in Cheonan, South Korea, a city near Seoul known for its tech industry. The project became, in Ms. Huang’s words, “production hell” — the same phrase Elon Musk used when Tesla was struggling to mass-produce a sedan and nearly went bankrupt.
To make money, a battery factory can’t produce too many defective cells. Ideally the yield, the percentage of usable cells, should be at least 95 percent. Hitting that target is devilishly difficult, involving volatile chemicals and fragile separators layered and packaged into cells with zero margin for error. The machinery doing all this is encased in Plexiglas chambers and overseen by workers dressed in head-to-toe protective gear to prevent contamination.
Dozens of companies are trying to mass-produce solid-state cells, including big carmakers like Toyota and smaller ones like QuantumScape, a Silicon Valley start-up backed by Volkswagen. Mercedes, hedging its bets, is also working with ProLogium, a Taiwanese company.
Nio, a Chinese carmaker, sells a vehicle with what it advertises as a solid-state battery. Analysts say the technology is less advanced than what Factorial is developing, offering fewer advantages in weight and performance. But there is little doubt that Chinese companies are investing heavily in solid state. Nio did not respond to a request for comment.
Every company has its own closely guarded recipes and manufacturing processes. “It’s difficult to say which technology will win,” said Xiaoxi He, a technology analyst at IDTechEx, a research firm.
Partly because solid-state batteries are so difficult to manufacture, many auto executives are skeptical that they will make commercial sense anytime soon. Shares in many solid-state battery start-ups have plunged, and management turmoil is common.
Factorial has insulated itself from the harsh judgments of Wall Street by never selling stock. Its funding comes from private investors including WAVE Equity Partners, a Boston firm, and partners that include the South Korean automaker Hyundai Motor; and Stellantis, which next year plans to test Factorial batteries in Dodge Charger muscle cars. It also has a partnership with LG Chem, a South Korean company that makes battery materials.
Projections of how soon solid-state batteries would be available have proved overly optimistic. Toyota displayed a futuristic prototype in 2020, but the company is still years away from selling a car with a solid-state battery.
Kurt Kelty, a vice president at General Motors in charge of batteries, is among those who will believe it when they see it. “We’re not banking on solid state,” Mr. Kelty said.
‘I don’t even know if we can make it’
In the beginning, Factorial’s prototype assembly line in South Korea had a yield of just 10 percent, meaning 90 percent of its batteries were faulty. Despite her preference for a good night’s sleep, Ms. Huang often had to wake up at 4 a.m. to deal with problems at the factory, which was operating around the clock. She was in South Korea at least once a month.
“There were always issues,” she said. “There was a point, I was like, I don’t even know if we can make it.”
By 2023, Factorial had produced enough cells suitable for an automobile that Mr. Keller, a soft-spoken, amiable man who has worked at Mercedes for 25 years, began thinking about installing them in a car. The cost and the risk of failure were high enough that he sought approval from his bosses. Armed with PowerPoint slides, Mr. Keller went to Ola Källenius, an imposing Swede who is chief executive at Mercedes.
Mr. Källenius’s office is at the top of a glass and steel high-rise in the middle of a sprawling manufacturing and development complex beside the Neckar River in Stuttgart.
Mr. Keller argued that road testing would help determine, among other things, whether the batteries would work with air cooling alone. If so, that would eliminate the need for a heavier, more costly liquid-cooled system.
Mr. Källenius signed off on the project, reasoning that a tangible goal would motivate the team and hasten development. He drew an analogy to Formula 1 racing. “If you’re chasing the leader, and suddenly you can see him, you get faster,” Mr. Källenius recalled.
Ms. Huang was a bit surprised when, in late 2023, Mr. Keller told her that Mercedes wanted to put the cells in a working vehicle. “We didn’t realize it was coming so soon, honestly speaking,” she said with a laugh.
But by June 2024, Factorial had managed to produce enough high-quality cells to announce that it had begun delivering them to Mercedes. In November, the factory in South Korea hit 85 percent yield, the best result yet. Ms. Huang and the Korean team celebrated by going out to a barbecue joint.
Mercedes still had to figure out how to package the cells in a way that would protect them from highway dirt and moisture. And it had to integrate the battery pack into a vehicle, connecting it to the car’s control systems.
The Factorial cells had one big drawback that made them hard to install in a car. They expanded when charged and shrank when discharged. In Mr. Keller’s words, they “breathed.”
Mr. Keller turned to engineers on the Mercedes Formula 1 racing team, who are accustomed to quickly solving technical problems. They devised a mechanism that expanded and shrank with the cells, maintaining constant pressure.
By Christmas 2024, a team working at Mercedes’s main research center in Sindelfingen, outside Stuttgart, texted Mr. Keller those two words: “spinning wheels.”
‘Finally I see you’
Mr. Keller confessed that he got a little emotional when his team sent him the video of the car. He waited until after Christmas to forward it to Ms. Huang with the same two words.
Several weeks later, the Mercedes engineers took the car with Factorial’s battery, an otherwise standard EQS electric sedan, to a company track for its first road test.
The engineers drove the car slowly at first. They carefully monitored technical data displayed on the dashboard screen.
They drove faster and faster until, by the fourth day, they reached autobahn speeds of 100 miles per hour. The battery didn’t blow up. In theory, it can power the car for 600 miles, more than most conventional cars can travel on a tank of gasoline.
Mr. Keller had been keeping Ms. Huang apprised of the progress, but she was still surprised when, during a meeting on marketing strategy in February, people from the Mercedes communications department mentioned that they had written a news release announcing the achievement.
“Do you want to take a look?” they asked.
She certainly did. The first successful road test with a Factorial battery was an enormously important moment, one they had been anticipating for years. Yet the teams at Mercedes and Factorial did not throw parties to celebrate. They still had work to do.
The next step is to equip a fleet of Mercedes vehicles with batteries, perfect the manufacturing process and do the testing required to begin selling them. That will probably take until 2028, at least. Many experts don’t expect cars with solid-state batteries to be widely available until 2030, at the earliest.
In April, Ms. Huang finally found time to travel to Stuttgart and ride in the car herself.
It was a clear spring day, with greenery sprouting in the German countryside and flowers beginning to bloom. Mercedes employees escorted her to a garage in Sindelfingen, where the automaker also has a large factory complex.
Ms. Huang had seen many photos of the car, but she still felt a thrill when the garage doors opened. It felt “like a long-lost friend,” she said. “Like, ‘Finally I see you!’”
A Mercedes driver took her for a spin on the test track, zooming down an asphalt straightaway then around a banked curve that, Ms. Huang said, felt like a roller coaster.
Inside the car, there was no way to perceive the difference with the Factorial battery compared with a conventional one. “But it’s just so special because it’s with our battery.”
Business
Commentary: Republicans don’t have a healthcare plan, just a plan to kill Obamacare
For millions of Americans, Jan. 1 won’t be an occasion to celebrate the coming of the new year. It will be an occasion for dread.
The reason is the impending termination of crucial premium subsidies for Affordable Care Act health plans. Without a last-minute agreement between congressional Democrats and Republicans, the subsidy structure that has been in place since 2021 will revert to the original arrangement written into the act in 2010.
Millions of Americans dependent on the ACA will face potentially ruinous increases in coverage costs. Many will have to drop their coverage. That process will leave those with the most urgent and costly treatments in the ACA, and those who think they can get away with dropping insurance — or simply can’t afford it — on the outs. The result will be a sicker coverage cohort, which will raise prices for everybody.
I want to see the billions of dollars go to the people, not to the insurance companies and I want to see the people to go out and buy themselves great healthcare.
— An empty promise from President Trump
The current stalemate is the offspring of the GOP’s 15-year campaign to undermine — really, to kill — Obamacare.
Republicans have dressed up their attack on the ACA with reams of empty rhetoric. They habitually call the ACA a “disaster,” without offering a cogent explanation of why.
Plainly, they see Obamacare as a nice, juicy partisan target, but they’re not reading the room. The ACA’s popularity has steadily increased since mid-2016; in KFF’s most recent tracking poll, taken in September, favorable opinion swamped unfavorable opinion 64% to 35%.
Americans have voted for the ACA with their feet. Since 2018, enrollment in Obamacare plans has more than doubled, from 11.4 million to 24.3 million this year, with a notable enrollment increase starting in 2021, when the premium subsidy structure was improved. That’s the change due to expire on Dec. 31 (Republicans, please note). The enrollment figure doesn’t include the 16.7 million Americans enrolled in Medicaid under ACA expansion rules — a provision still rejected by benighted political leaders in 10 red states.
They blame the ACA for higher healthcare costs. A few things about this: Yes, healthcare costs have continued to rise since its enactment. But they’ve risen at a much slower rate than before. Out-of-pocket per capita healthcare spending rose at a rate of 3.4% a year from 2000 to 2018, often exceeding the general inflation rate, but by only 1.9% a year since then.
That increase isn’t driven by the ACA. It’s the result of several factors, including the general aging of the U.S. population and a sharp increase in pharmaceutical costs, due in part to the advent of high-priced specialty prescription drugs.
The GOP has amended its attack on the ACA in recent months, as the clamor to extend the premium subsidies has intensified. Republicans are now decrying the ACA as a haven for fraud — “a broken system fueled by fraud,” says House Speaker Mike Johnson (R-La.). Johnson drew his conclusion from a report by the Government Accountability Office published earlier this month.
Johnson may have been hoping that no one would actually go and read that report. I did so, only to find that it doesn’t say what he claims it did. The GAO tested ACA enrollment controls on the federal marketplace — did enrollees accurately estimate their income and submit accurate Social Security numbers? Its test involved submitting applications from 20 fictitious individuals, of whom 18 were approved.
Is this an adequate sample? The GAO itself says it isn’t. The results, it says, “cannot be generalized to the overall enrollment population.” In some test cases, the applications included false Social Security numbers, which are used to verify income claims. But the GAO says that in the real world, absence of verified Social Security numbers “does not necessarily represent overpayments.”
Are these findings cause for concern? Sure, even though the GAO provided no findings about how widespread these flaws may be. In any case, there’s no evidence here that “the ACA marketplace is a magnet for fraud,” as Johnson called it, suggesting that thousands or millions of applicants are lined up for some healthcare gravy train. And it’s certainly no reason to kill the subsidies.
The other linchpin of the GOP attack on the Affordable Care Act is heavy breathing over how the ACA premium subsidies are paid directly to insurance carriers, rather than as cash to households. This idea trickles down from President Trump but has been embraced by Republicans in Congress. So it deserves a very close look.
Here’s Trump last week: “I want to see the billions of dollars go to the people, not to the insurance companies and I want to see the people to go out and buy themselves great healthcare. Much better healthcare at very little cost.” This has been an enduring promise from Trump, who never bothers to explain how the nirvana of great healthcare at little cost can be achieved.
Here’s Sen. Bill Cassidy (R-La.), a physician who cast the final vote to confirm Robert F. Kennedy Jr. as Health and Human Services Secretary, a vote that has left him humiliated over and over by Kennedy: “Republicans absolutely want to help the American people with the affordability of their out-of-pocket [spending]. We want to put money in their pocket to pay the out-of-pocket.”
Before delving deeper into this issue, a few words about the existing ACA premium subsidies.
The original ACA subsidies capped premiums on a sliding scale ranging from 2.07% of income for those earning 138% of the federal poverty line to 9.83% of income for those at 400% of the poverty line. This year, 138% of the poverty level for a family of four is $44,367, and 400% is $128,600.
The ACA’s architects knew these subsidies were inadequate. Especially troubling was the sharp cutoff of any subsidies for families earning even a dime more than 400% of the poverty level. This became known as the “subsidy cliff.” But it was an artifact of political compromise; the expectation was that Congress would get around to fixing the cheeseparing subsidy schedule at a later date.
In the pandemic-driven American Rescue Plan Act of 2021, Congress refashioned the subsidies so families with incomes up to 150% of the poverty level ($56,475 for a family of four this year) could find decent Obamacare plans for free. For those above that level and up to 400%, the subsidies were significantly increased. That’s the change set to expire Dec. 31.
It’s true that eligibility for these subsidies is technically unlimited, but the conservative trope that they benefit “millionaires” is nonsense. As I reported earlier this year, the new structure means technically that someone earning $1 million a year would have to pay no more than $85,000 per person for an ACA plan.
Is this a handout? ACA expert Charles Gaba tested the claim by hunting for a benchmark Silver ACA plan, on which the subsidies are based, costing that much anywhere in the U.S. The highest-cost plans he found anywhere are in four counties of West Virginia, where a Silver plan for a 64-year-old couple tops out at $63,100 a year — in a state with the highest ACA premiums in the nation.
Cassidy’s proposal is essentially to replace the existing subsidy enhancements with health savings accounts, which must be paired with high-deductible health plans, and to seed them with $1,000 a year per adult ages 18 to 49 and $1,500 for those 50 and up. Households with income up to 700% of the federal poverty level would be eligible — that’s about $225,000 for a family of four.
Let’s start with the plain arithmetic of this proposal. The accounts must be paired with a bronze-level ACA plan. Those plans cover only about 60% of average healthcare costs. Deductibles are high — at Covered California, the state’s ACA marketplace, the bronze plan deductible is $5,800 per person and $11,600 for a family. Out-of-pocket maximums are also high — $10,600 per individual and $21,200 for a family.
So right from the outset, the Cassidy proposal would leave families facing serious medical expenses out in the cold.
The HSA idea is part of a GOP argument that giving families cash to spend on healthcare gives them “skin in the game” — that by forking over dollars, they’ll be more sensitive to the cost of medical care and therefore seek out or negotiate lower prices.
Two of the argument’s leading academic promoters, Liran Einav of Stanford and Amy Finkelstein of MIT, wrote in a 2023 book lauding deductibles and co-pays that “patients must pay something for their care, otherwise they’ll rush to the doctor every time they sneeze.” More recently, as the facts have come in, they’ve said: “We take it back.”
The truth is that there’s no evidence that higher financial obstacles to healthcare produce better outcomes. They do discourage unnecessary treatments, as a seminal Rand Corp. study found in 1981. But they also discourage necessary treatments.
The idea that deductibles and co-pays will prompt the average person to seek out low-cost providers is a fantasy. People typically seek out medical care in an atmosphere of urgency. They don’t take the time to compare prices as if they’re buying a car; they go to the doctor and follow his or her instructions, including prescribed procedures and diagnostic tests. (Sometimes they do price shop, but generally for treatments that can be deferred and are medically routine and elective — one study showing cost savings from price shopping focused on hip and knee replacements, for instance).
As for the claims of Trump and other Republicans that Americans, armed with cash in their pocket, can use it to negotiate medical care — who has the time, energy or bargaining skill to do that?
In any case, the HSA is mischaracterized as a healthcare provision. It’s not; it’s a tax break in disguise, useful for higher-income taxpayers who can afford to cover the high deductibles themselves while pocketing a tax deduction. It’s especially appealing for those who are in good health and expect to stay so — they proceed on the assumption that they probably won’t have a serious (and expensive) medical issue.
U.S. healthcare costs per capita have continued to rise since the enactment of the Affordable Care Act, but at a much lower rate than before.
(JAMA)
The bottom line is that the Republican Party is out of healthcare ideas. They’ve had 15 years to conjure up a better program than the Affordable Care Act, and have nothing to show us except proposals that won’t work for the average family. They’re up against a wall of their own making, and are pretending that they have something better. They don’t, and you and I will be paying the price of their failure.
Business
Port of Los Angeles records bustling 2025 but expects trade to fall off next year
The Port of Los Angeles expects it will move than 10 million container units for the second year in a row despite President Trump’s tariffs — but that number is likely to drop off in 2026 as the fallout of the administration’s trade war persists.
This year’s volume will reflect a decision by importers to get ahead of the tariffs before the duties took effect — with trade later slowing, according to the monthly report by the nation’s largest container port.
“In a word, 2025 was a roller coaster,” port Executive Director Gene Seroka said during the webcast.
In November, there was a 12% decrease in volume with about 782,000 TEUs, or 20-foot equivalent container units, processed by the port. The decrease was driven by an 11% fall in year-over-year import volume.
“Much of that difference is tied to last year’s rush to build inventories and now with some warehouse levels still elevated, importers are pacing their orders a bit more carefully,” Seroka said.
Still, by the end of November, the port had moved almost 9.5 million container units, 1% more than last year, leading to the expectation that volume will top 10 million for the year.
The port moved 10.3 million container units last year and set a record in 2021 when it moved 10.7 million container units.
However, exports — cargo shipments from the port — fell for the seventh time in 11 months in November, sliding 8%, which will lead to the first annual decline since 2021. Seroka blamed the drop on the response to the tariffs.
“We’re also seeing the effects of retaliatory tariffs and third country trade deals on U.S. ag and manufacturing exports,” Seroka said. “This is a headwind we may face for some time to come.”
The port director said he expects that imports will decline in the “single digits” next year because of continued high inventory levels, but he doesn’t anticipate a drastic downturn in overall trade.
“I don’t see the port volume falling off a cliff, and it’s a pretty good leading indicator to the U.S. economy that we should take stock in,” said Seroka, who added that there is much economic uncertainty entering next year.
The question of where the economy is headed was highlighted Tuesday by the latest jobs figures, which were delayed by the government shutdown.
They showed the economy lost 105,00 jobs in October as federal workers departed after the Trump administration cuts but gained 64,000 jobs in November.
The November job gains came in higher than the 40,000 that economists had forecast, but the unemployment rate still rose to 4.6%, the highest since 2021.
Constance Hunter, chief economist at the Economist Intelligence Unit, who provided a 2026 U.S. national economic forecast for the port on Tuesday, said the jobs figures offer mixed signals.
The job gains were driven by the health and human services sector, reflecting a narrowing of where job growth is occurring. At the same time, more types of companies are adding jobs rather than subtracting them.
Hunter forecast that the economy will grow in the first half of the year, as consumers receive tax cuts called for in Trump’s “One Big Beautiful Bill Act” tax-and-spending measure. However, tariffs will weigh down the economy later.
One key issue driving uncertainty, she said, is whether the U.S. Supreme Court will uphold the tariffs Trump imposed under the International Emergency Economic Powers Act.
The Trump administration announced Tuesday that the government had collected more than $200 billion in tariff revenue this year. Trump has talked about sending out $2,000 rebate checks to consumers with some of the funds.
However, a Supreme Court loss would force the government to return, by various estimates, $80 billion or more of the money to importers, putting a crimp in the president’s plans for economic stimulus.
Other factors driving uncertainty, Hunter said, are the Ukraine-Russia war, U.S.-China tensions over Taiwan and the “durability of peace in the Middle East.”
“All of these things are going to conspire to keep what we call the uncertainty index elevated,” she said.
Business
Commentary: Serious backlash to a Netflix/Warner Bros deal may come from European regulators
If you’re looking for where the most crucial governmental backlash to a merger deal involving Warner Bros. Discovery, you might want to turn your attention east — to Europe, where regulators are girding to take an early look at any such deal.
Both of the leading bidders — Netflix, which has the blessing of the WBD board, and Paramount, which launched a hostile takeover bid — could face obstacles from the European Union. EU officials have spoken only vaguely about their role in judging whatever deal emerges, since the outcome of the tussle remains in doubt.
The European Commission “could enter to assess” the outcome in the future, Teresa Ribera, the EU’s top antitrust official, said last week at a conference in Brussels, but she didn’t go beyond that. Pressure is mounting within Europe for close scrutiny of any deal.
A deal with Netflix as the buyer likely will never close, due to antitrust and regulatory challenges in the United States and in most jurisdictions abroad.
— Paramount makes its appeal to the Warner board
As early as May, UNIC, the trade organization of European cinemas, expressed opposition to a Netflix deal. The exhibitors’ concern is Netflix’s disdain for theatrical distribution of its content compared to streaming.
“Netflix has time and again made it clear that it doesn’t believe in cinemas and their business model,” UNIC stated. “Netflix has released only a handful of titles in cinemas, usually to chase awards, and only for a very short period, denying cinema operators a fair window of exclusivity.”
Neither WBD nor Netflix has commented on the prospect of EU oversight of their deal. Paramount, however, has made it a key point in its appeals to the WBD board and shareholders.
In both overtures, Paramount made much of the size and potential anti-competitive nature of Netflix’s acquisition of WBD. In a Dec. 1 letter sent via WBD’s lawyers, Paramount asserted that the Netflix deal “likely will never close due to antitrust and regulatory challenges in the United States and in most jurisdictions abroad. … Regulators around the world will rightfully scrutinize the loss of competition to the dominant Netflix streamer.”
Netflix’s dominance of the streaming market is even greater in Europe than in the U.S., Paramount said, citing a Standard & Poor’s estimate that Netflix holds a 51% share of European streaming revenue. That figure swamps the second-place service, Disney, with only a 10% share. Paramount made essentially the same points in its Dec. 10 letter to WBD shareholders, launching its hostile takeover attempt at Warner.
European business regulators have been rather more determined in scrutinizing big merger deals — and about the behavior of major corporate “platforms” such as Google and X.com — than U.S. agencies, especially under Republican administrations. One reason may be the role of federal judges in overseeing antitrust enforcement by the Federal Trade Commission.
“Despite the European Commission (EC) successfully doling out fines numbering in the billions of euros for giants like Apple and Google for distorting competition, the FTC has struggled significantly in court, losing virtually all its merger challenges in 2023,” a survey from Columbia Law School observed last year.
The survey pointed to differing legal standards motivating antitrust oversight: “American courts have placed undue weight on preventing consumer harm rather than safeguarding competition; by contrast, the EU has remained centered on establishing clear standards for competitive fairness.”
In September, for example, the European Commission fined Google nearly $3.5 billion for favoring its own online advertising display services over competing providers. (Google has said it will appeal.) The action was the fourth multi-billion-dollar fine imposed on Google by the EC since 2017; Google won one appeal and lost another; an appeal of the third is pending.
As an ostensibly independent administrative entity, the EC at least theoretically comes under less political pressure from the 27 individual members of the European Union than the FTC and Department of Justice face from U.S. political leaders.
President Trump has made no secret of his doubts about the Netflix-WBD deal. As I reported last week, Trump has said that Netflix’s deal “could be a problem,” citing the companies’ combined share of the streaming market. Trump said he “would be involved” in his administration’s decision whether to approve any deal.
That feels like a Trumpian thumb on the scale favoring Paramount. The Ellison family is personally and politically aligned with Trump, and among those contributing financing to the bid is the sovereign wealth fund of Saudi Arabia, a country that has recently received lavish praise from Trump. Another backer is Affinity Partners, a private equity fund led by Jared Kushner, Trump’s son-in-law.
The most important question about European oversight of the quest for WBD is what the regulators might do about it. The European Commission tends to be reluctant to block deals outright. The last time the EC blocked a deal was in 2023, when it prohibited a merger between the online travel agencies Booking.com and eTraveli. The EC ruling is under appeal.
At least two proposed mega-mergers were withdrawn in 2024 while they were under the EC’s penetrating “Phase II” scrutiny: the acquisition of robot vacuum cleaner maker iRobot by Amazon, and the merger of two Spanish airlines, IAG and Air Europa.
Typically, the EC addresses potentially anticompetitive mergers by requiring the divestment of overlapping businesses. In the case of Netflix and WBD, the likely divestment target would be HBO Max, which competes directly with Netflix in entertainment streaming. Paramount’s streaming service, Paramount+, also competes with HBO Max but not on the same scale as Netflix.
Antitrust rules aren’t the only possible pitfall for Netflix and Paramount. Others are the EU’s Digital Services Act and Digital Markets Act, which went into effect in 2022. The latter applies mostly to social media platforms—the six companies initially deemed to fall within its jurisdiction were Alphabet (the parent of Google), Amazon, Apple, ByteDance (the parent of TikTok), Meta and Microsoft. Those “gatekeepers” can’t favor their own services over those of competitors and have to open their own ecosystems to competitors for the good of users.
The Digital Services Act imposes rules of transparency and content moderation on large digital services. No platforms owned by Netflix, Paramount or WBD are on the roster of 19 originally named by the EU as falling under the law’s jurisdiction, but its regulations could constrain efforts by a merged company to move into social media.
The EU also has begun to show greater concern about foreign investments in strategic assets. Traditionally, these assets are those connected with national security. But defining them is left up to member countries. As my colleague Meg James reported, the sovereign funds of Saudi Arabia, Abu Dhabi and Qatar have agreed to back the Ellisons’ WBD bid with $24 billion — twice the sum the Ellison family has said it would contribute.
The Gulf states’ role has already raised political issues in the U.S., since the cable news channel CNN would be part of the sale to Paramount (though not to Netflix). Paramount says those investors, along with a firm associated with Kushner, have agreed to “forgo any governance rights — including board representation.”
That pledge aims to keep the deal out of the jurisdiction of the U.S. government’s Committee on Foreign Investment in the United States, or CFIUS, which must clear foreign investments in U.S. companies. But whether it would satisfy any European countries that choose to see Warner Bros. Discovery as a strategically important entity is unknown.
Then there’s Trump’s apparent favoring of the Paramount bid. Trump is majestically unpopular among European political leaders, who resent his pro-Russian bias in efforts to end Russia’s invasion of Ukraine. Trump has castigated European leaders as “weak” stewards of their “decaying” countries.
The administration’s recently published National Security Strategy white paper advocated “cultivating resistance to Europe’s current trajectory” and extolled “the growing influence of patriotic European parties,” which many European leaders interpreted as support for antidemocratic movements.
The document “effectively declares war on European politics, Europe’s political leaders, and the European Union,” in the judgment of the bipartisan Center for Strategic and International Studies.
How all these forces will play out as the bidding war for WBD moves toward its conclusion is imponderable just now. What’s likely is that the rumbling won’t stop at the U.S. border.
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