Paramount Skydance sues WBD and launches proxy bid to force deal talks

Paramount Skydance escalated a hostile takeover campaign by suing Warner Bros. Discovery in Delaware Chancery Court and formally launching a proxy challenge aimed at replacing directors on WBD’s board. The complaint, filed on Jan. 12, seeks a court order compelling WBD to disclose detailed financial information about its pending transaction with Netflix and to give Paramount a pathway to press its all-cash $30-per-share acquisition offer.

The litigation and shareholder outreach are designed to deliver what Paramount says shareholders need to judge competing proposals. Led by David Ellison and backed publicly by supporters including his father, Larry Ellison, Paramount argues that WBD “has failed to include any disclosure” about key valuation and mechanics questions in materials provided to shareholders. The complaint explicitly asks for clarity on how WBD valued the Global Networks stub equity, how it calculated the headline value of the Netflix deal, how the purchase-price reduction for debt functions, and the basis for the company’s so-called risk adjustment to Paramount’s $30 proposal.

Paramount describes the $30-per-share offer as an all-cash bid representing an enterprise value of roughly $108.4 billion. The company says it has made multiple approaches over roughly a 12-week period, though materials differ on whether this marks the sixth or the eighth formal proposal. Paramount added that some prior approaches were not meaningfully engaged by WBD’s board.

Complicating the public debate are inconsistent headline figures for the Netflix transaction. Public materials and filings contain divergent numbers, with some documents pointing to a roughly $82.7 billion to $83 billion headline value while others reflect a $72 billion signed agreement reported last month. Paramount’s suit seeks a court order to force WBD to explain those discrepancies and the adjustments used to reach its reported figures.

Alongside the lawsuit, Paramount said it will nominate a slate of directors for WBD’s 2026 annual meeting and mount a proxy solicitation if necessary. The nominees, Paramount said, would be tasked, in accordance with their fiduciary duties, to exercise WBD’s rights under the Netflix agreement to engage on Paramount’s offer and to pursue a transaction with Paramount. Paramount also plans a bylaw amendment that would require shareholder approval for any separation of the Global Networks business and has pledged to solicit proxies against any special meeting called to approve the Netflix agreement.

WBD’s board has rejected the $30-per-share bid and urged shareholders to reject Paramount’s overtures. WBD chairman Samuel Di Piazza said the company has a signed merger agreement with Netflix that represents a “compelling value, a clear path to closing and protections for our shareholders if something stops the close.” Market reporting suggests the dispute has pushed the contest into high gear and raised the prospect of extended litigation and a contested proxy season.

The immediate legal question is whether the Delaware Chancery Court will require supplemental disclosures from WBD. A favorable ruling for Paramount could increase its leverage and potentially reopen negotiations, while defeat would likely leave the Netflix agreement intact and the takeover attempt blunted. Beyond the courtroom, the fight highlights broader industry currents: accelerating consolidation in media, the power of all-cash bids backed by tech capital, and growing shareholder demands for transparency in multi-billion-dollar content deals that will shape what consumers see and how creative businesses are run.