The settlement also creates an independent monitoring trustee with broad authority over film production and cable-licensing, but the trustee shall have "no role or authority relating to the Combined Entity's news operations."
"That's a remarkable carveout," said Jonathan Peters, a media law professor at the University of Georgia.
He said the settlement is not without legal merit because states have the power to enforce it in federal court, but there is a "significant enforcement gap" regarding editorial independence.
The concerns are also fueled by lawmakers' criticism of Ellison for tailoring news coverage at Paramount-owned CBS News to favor President Donald Trump. Critics fear how he would manage Warner's CNN once it comes under his ownership.
There is also no provision that requires the board's findings and decisions to be made public.
The companies said the board would also resolve internal disputes over reporting bias and disputes between news staff and management at CNN and CBS.
Board members will serve three-year terms and are protected against arbitrary dismissal by a "good cause" removal standard, though the company retains exclusive authority to fill all vacancies.
"It's unclear how the attorneys general or courts can constitutionally hold Paramount accountable for the board's actions or inaction without themselves interfering in content," said Seth Stern, a media lawyer and chief of advocacy at the Freedom of the Press Foundation.
The new owner will get about a six-month window to reshape newsroom leadership before any oversight begins, as the board will be established only within 180 days of the merger.
The idea of an independent oversight board is not new. When Rupert Murdoch's News Corp NWSA.O bought the Wall Street Journal in 2007, it agreed to establish a special committee to protect the objectivity and independence of its publications.
The group is meant to guard against corporate interference and it must approve changes to the Journal's top editors, but it does not assess or comment on editorial coverage.
Even so, it is considered powerless.
"When Murdoch wanted to install his own loyal lieutenant as top editor in 2008, he just did it, the board was left in the dust," Bill Grueskin, a faculty member at Columbia Journalism School and former deputy managing editor of the Wall Street Journal, said in an emailed response.
Grueskin sees little difference in Ellison's concessions to editorial independence.
"The owner calls the shots," he said. "The responsibilities and rights of Ellison's board are exceptionally vague."
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