Your Project Did Not Survive the Merger. Nobody Will Tell You That.
Your Project Did Not Survive the Merger. Nobody Will Tell You That.
Paramount's acquisition of Warner Bros. Discovery closes Tuesday, and the merged company will operate as Skydance. Warner Bros. film chiefs Michael De Luca and Pamela Abdy are leaving as the deal closes, and Paramount's Josh Greenstein and Dana Goldberg will run the combined motion picture group. If your company has a project in development at either studio, every person who said yes to it is gone or reporting to someone new.
The clause that decides what happens to that project is not your change-of-control clause. It is your turnaround clause. Most producers have read the first one and never read the second. That is backwards.
Change of control protects the wrong thing
A development or first-look agreement is an asset of the company that signed it. The standard assignment provision lets the studio assign to an affiliate or to a successor by merger without asking you, and the signature block says "successors and assigns" for that reason. So the merger does not break your deal. Your deal transfers, intact, to a company that did not choose it.
That usually gets sold to the producer as protection. Read it the other way. What you were promised still exists on paper. What does not transfer is the relationship that was going to get the movie made. The executives who championed it had employment agreements with termination protection and a negotiated payout. Your project has a submission, some notes, and a draft.
A project in a merger does not get killed. It gets parked.
This is the mechanic that costs producers years. Nobody at the new studio has to tell you no. Most development agreements carry no outside date, no obligation to make a go decision by a fixed time, and no notice requirement if the studio loses interest. The project stays active in the system, because declaring it dead creates a write-down and a turnaround obligation. Doing nothing creates neither.
Meanwhile your rights sit inside the building. You cannot take the script to another buyer, because you granted exclusivity. You often cannot move the underlying book, because the option sits with the studio or needs its approval. You wait, and the clock on the underlying rights keeps running.
Turnaround is the exit, and it is usually priced so you cannot use it
Turnaround is the provision that lets a project leave. On the studio side, the version I saw most often had five features working together, and each is negotiable:
The studio decides. You can ask for turnaround. The studio does not have to grant it.
The price is the studio's "actual direct costs," which in practice often picks up allocated overhead and accrued interest, not just what got paid to writers.
You get a short window, often 30 to 90 days, to close with a new buyer, and the clock starts when the studio sends a cost statement you cannot audit.
The new buyer repays that number in cash, usually at the start of principal photography. The real question is whether any buyer will absorb it.
The original studio often keeps a continuing piece, a passive participation or a last refusal, that follows the project to its new home.
That combination produces a project nobody will pay to free. Coyote vs. Acme is the public version. Warner Bros. shelved a finished film with a reported budget near $70 million in November 2023 and claimed roughly $30 million in tax losses. It let the filmmakers shop it, had bids from Netflix and Paramount by December, and rejected all of them in February 2024 while asking $75 million to $80 million. The picture sold to Ketchup Entertainment for about $50 million in March 2025, opened in August 2026, and crossed $100 million worldwide by late September. A finished movie with real buyers in the room sat 16 months because the seller named a number and the paper gave nobody a way to move it.
What is missing from your paper
Look for the absences, not the clauses.
No outside date. Development with no deadline is a holdback dressed up as a deal.
No turnaround price formula, and no carve-out keeping overhead and interest out of the cost figure.
No audit right on the turnaround statement. You are asked to pay a number you cannot check.
No key executive trigger. If the deal happened because of two specific people, their departure should be a defined event with consequences, not an unfortunate development.
No delivery of work product. Drafts, research, title clearance and artwork should travel with it.
No credit protection or approval rights that survive a move to a new buyer.
No notice on assignment. You should learn your counterparty changed from your counterparty, not from the trades.
The state settlement that cleared this merger commits the new company to 30 films a year, at least 4 independent films a year, and a $47.5 million workforce fund for displaced employees. It says nothing about existing development commitments. No consent decree is going to free your project.
The Exit Price Rule
Before you put a project inside a studio, ask what it costs to take it back out, in dollars and in days, and get the answer into the agreement. If nobody across the table can state the number, you are not negotiating a development deal. You are lending them your project at a price they will set later.