Paramount’s Legal Action

Paramount Skydance has taken legal action against Warner Bros. Discovery (WBD) and its CEO David Zaslav in an effort to acquire the company.

The lawsuit was filed in Delaware Chancery Court, where Paramount is requesting information regarding WBD's ongoing sale process and its deal with Netflix, which is worth $72 billion.

Details of the Lawsuit

In a letter to WBD shareholders, CEO David Ellison stated that WBD has not disclosed important details about how it valued its assets or how the Netflix transaction was structured. Ellison expressed that the lack of transparency is concerning, as it prevents shareholders from making informed decisions about their investments.

He mentioned that WBD failed to provide information on several key aspects of the deal, including the valuation of Global Networks stub equity and the basis for the purchase price reduction due to debt.

Response from Warner Bros. Discovery

WBD's board has consistently recommended that shareholders reject Paramount's amended offer, claiming it does not adequately compete with the Netflix deal.

Just days before the lawsuit was filed, the board reiterated its stance against Paramount's offer. This offer, which is set at $30 per share in cash, has been rejected multiple times since it was first proposed.

Proxy Fight On the Horizon

As part of its continued pursuit of WBD, Paramount intends to nominate directors for election to WBD's board during the company’s 2026 annual meeting.

This move suggests that Paramount is preparing for a proxy fight, where it will seek to gain control over WBD’s board and influence its decisions.

Background of the Acquisition Attempt

This lawsuit represents an escalation in Paramount's efforts to acquire WBD, following three previous unsolicited offers that were also rejected.

Paramount made its initial bid in the fall of 2025, and after WBD initiated a sale process, Paramount publicly launched its hostile bid in December 2025. Alongside the Netflix deal, WBD is planning to separate its assets into two publicly traded entities, which includes the streaming platform HBO Max and its film studio.