Paramount Won't Take No for an Answer: Studio Files Lawsuit Against Warner Bros. Discovery Over Rejected Bid.
In a bold move, Paramount Skydance is taking its rejected bid for Warner Bros. Discovery (WBD) to the courts. The studio has filed a lawsuit in Delaware Chancery Court, seeking more disclosure about WBD's pending Netflix deal and the process that led to its acceptance.
Paramount CEO David Ellison claims that WBD hasn't provided "basic information" shareholders need to evaluate competing offers, including how WBD valued the planned cable-networks spinout Discovery Global. This omission has left Paramount feeling frustrated and undervalued in comparison to the Netflix offer, which would leave Discovery Global as a separate publicly traded company.
As part of its proxy fight, Paramount is also planning to nominate a slate of directors for election at WBD's 2026 annual meeting. The goal is to install a board that would "engage" with Paramount's offer under the terms of WBD's merger agreement with Netflix.
Paramount's intentions are clear: it wants to escalate corporate pressure on WBD and make its bid more attractive to shareholders. However, this strategy may be seen as heavy-handed, especially if WBD were to call a special meeting to approve the Netflix transaction before the annual meeting.
WBD maintains that Paramount's offer is "insufficient value" compared to the Netflix deal, which it claims has provided clear direction on both the deficiencies and potential solutions. The studio also cites concerns over whether a potential Paramount deal would even reach closing due to the substantial debt the smaller studio would have to take on as part of a leveraged buyout.
The tension between Paramount and WBD is likely to continue in the coming months, with each side digging in its heels and refusing to back down. As the proxy fight heats up, one thing is certain: only time will tell who emerges victorious in this high-stakes battle for control of Warner Bros. Discovery.
In a bold move, Paramount Skydance is taking its rejected bid for Warner Bros. Discovery (WBD) to the courts. The studio has filed a lawsuit in Delaware Chancery Court, seeking more disclosure about WBD's pending Netflix deal and the process that led to its acceptance.
Paramount CEO David Ellison claims that WBD hasn't provided "basic information" shareholders need to evaluate competing offers, including how WBD valued the planned cable-networks spinout Discovery Global. This omission has left Paramount feeling frustrated and undervalued in comparison to the Netflix offer, which would leave Discovery Global as a separate publicly traded company.
As part of its proxy fight, Paramount is also planning to nominate a slate of directors for election at WBD's 2026 annual meeting. The goal is to install a board that would "engage" with Paramount's offer under the terms of WBD's merger agreement with Netflix.
Paramount's intentions are clear: it wants to escalate corporate pressure on WBD and make its bid more attractive to shareholders. However, this strategy may be seen as heavy-handed, especially if WBD were to call a special meeting to approve the Netflix transaction before the annual meeting.
WBD maintains that Paramount's offer is "insufficient value" compared to the Netflix deal, which it claims has provided clear direction on both the deficiencies and potential solutions. The studio also cites concerns over whether a potential Paramount deal would even reach closing due to the substantial debt the smaller studio would have to take on as part of a leveraged buyout.
The tension between Paramount and WBD is likely to continue in the coming months, with each side digging in its heels and refusing to back down. As the proxy fight heats up, one thing is certain: only time will tell who emerges victorious in this high-stakes battle for control of Warner Bros. Discovery.