Over the course of my career as a media and entertainment lawyer, I was lucky enough to serve as General Counsel of HBO Latin America, long considered a gold standard in content. So much so that 10 years ago, Netflix famously said that its goal is to become "HBO before HBO becomes Netflix."
The headlines around Warner Bros. Discovery’s (WBD) bidding process and the latest carriage fights look familiar: more consolidation, more debt, and more cost reduction through synergies. What’s changed is what matters most. In today’s media landscape where nearly every company operates a direct-to-consumer platform, the real leverage increasingly comes from a world-class product and user experience — the critical but underexamined lens for evaluating media M&A.
YouTube: When the Gatekeeper Is the Product
YouTube may be the clearest illustration of the new power dynamics.
It has become the dominant gateway into the pay-TV ecosystem through product excellence not content ownership. YouTube TV ranks among the top U.S. pay-TV providers for linear channels, while YouTube commands the largest share of streaming viewership–exceeding any single competitor.
YouTube offers a powerful case study in what it means to win on product.
The recent Disney–YouTube TV standoff illustrates YouTube’s rising influence. The negotiations looked less like a blow-up and more like two companies with real leverage crafting terms well outside of the legacy playbook, reflecting streaming era dynamics that are about more than rates — encompassing data, content ingestion rights and access.
A New Framework for Media M&A
YouTube’s rise to dominance isn't an accident and it offers a powerful case study in what it means to win on product — one that is a habit-forming entry point following users seamlessly from the TV screen to their mobile devices — creating a cross-platform flywheel that most traditional media companies haven't matched.
YouTube offers a powerful case study in what it means to win on product. The question in any media deal shouldn't only be: "What library or channels are we buying?" Instead, it should be: "Does this move us closer to a YouTube type product experience — in leadership DNA, UX capability, and data sophistication?"
- Product DNA is a scarce asset. YouTube’s leadership has been built around product, ads and engineering. That includes CEO Neal Mohan who previously served as Chief Product Officer of YouTube and earlier ran Google’s display and video ads business. His predecessor Susan Wojcicki came from Google’s advertising and commerce side.
- Ecosystem beats library. The platform combines YouTube TV’s linear channels and professional long-form content with YouTube’s rich creator driven shorts, to establish a cross-screen, single, identity-driven product, deepening both engagement and the underlying data set.
- Data and monetization are the moat. Because of YouTube’s broad span of reach and powerful tech platform, it can stitch viewing behavior into a powerful ad serving and measurement platform that feeds directly into Google’s broader ad business.
Warner Bros. Discovery: Still a Scale Story
Now put the WBD auction process into this context.
On December 5, Netflix announced that it will acquire WBD’s studio and streaming business for $82.7 billion in cash and stock. A few days later, Paramount Skydance, led by David Ellison, launched an all-cash $108 billion hostile bid to buy all of WBD.
On paper, the winning bid will likely be the one that makes the strongest case on price, synergies and regulatory approval. That’s the familiar script for mega-media deals. What’s striking is how little of this auction is being framed around product. Almost no one is publicly pitching WBD as the raw material for a truly world-class, YouTube-grade experience; they’re pitching it as more content to bolt onto existing bundles and apps.
Through a YouTube lens, the more interesting question is: which owner is most likely to turn WBD into a product people love to use — not just a bigger bundle of content?
Netflix is, by design, a product-first ecosystem: one global app, one UX, one personalization and data stack in more than 190 countries. Dropping HBO and the WBD library into that environment is the clearest path on the table to a YouTube-class experience.
Paramount Skydance, by contrast, is leading with scale and IP: combining Paramount and WBD into a mega-studio plus streaming portfolio while also keeping the global networks. There is a more tech-centric, under-discussed angle — the Ellison orbit includes serious cloud and data infrastructure via Oracle and a close relationship with TikTok’s U.S. data hosting — but that only matters if it is used to build a genuinely product-led ecosystem rather than just a bigger bundle.
If the WBD bidding war and the Disney–YouTube TV standoff prove anything, it’s that platform power – controlling the screen, the UX and the data — outweighs content power. That dynamic will shape whatever mega-merger that comes next.
