Paramount Skydance just want to take no for an answer. After having to acquire Warner Bros. Discovery (WBD) rejected, including a recent hostile bid that the WBD board , Paramount is turning to the courts and mounting a proxy fight.
In a on Monday, Paramount CEO David Ellison said the company has filed suit in Delaware Chancery Court seeking more disclosure about WBD’s and the process that led to its acceptance. Paramount argues WBD hasn’t provided “basic information” shareholders need to evaluate competing offers, including how WBD valued the planned cable-networks spinout Discovery Global (or Global Networks, depending on the filing). The Netflix acquisition would leave Discovery Global to become its own publicly traded company, while the Paramount offer included these assets.
Paramount is also escalating the corporate pressure campaign, with Ellison saying it intends to nominate a slate of directors for election at WBD’s 2026 annual meeting. The end goal would be installing a board that would “engage” on under the terms of WBD’s merger agreement with Netflix.
If WBD were to call a special meeting to approve the Netflix transaction before the annual meeting, Paramount says it will solicit proxy votes against the deal. It also plans to push a bylaw change requiring shareholders to approve any separation of Discovery Global. This change seems like Paramount stoking the flames (whether real or imagined) surrounding shareholders having their WBD shares bought out without the value of Discovery Global built-in under the Netflix merger.
Paramount remains convinced that its offer is “superior” to that of Netflix, while WBD Paramount’s bid offers “insufficient value” and that Paramount has failed to submit a true best proposal “despite clear direction from WBD on both the deficiencies and potential solutions.” The lawsuit now aims to force WBD to spell out exactly how it arrived at recommending the Netflix deal over Paramount’s bid.
WBD expressed concerns over whether a potential Paramount deal would even reach closing, citing the the smaller studio would have to take on to pull off a leveraged buyout.
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