Paramount Skydance has taken its fight with Warner Bros Discovery to court, demanding detailed financial information about Warner Bros $82.7 billion deal with Netflix. The lawsuit marks a dramatic escalation in one of the biggest media takeover battles in recent history.
Paramount argues shareholders deserve transparency as it presses its own $108.4 billion all‑cash bid for control of the iconic studio.
Paramount Sues Warner Bros in $108 Billion Takeover Bid
Paramount filed a lawsuit in the Delaware Court of Chancery, demanding disclosure of Warner Bros’ financial analysis for the Netflix deal. The move escalates Paramount’s attempt to convince shareholders that its all-cash $108 billion offer is superior to Netflix’s $82.7 billion cash-and-stock deal.
Why Paramount Sued Warner Bros?
Paramount filed the lawsuit in the Delaware Court of Chancery. It wants Warner Bros Discovery to disclose the financial analysis and valuations behind the board’s support for the Netflix acquisition.
Paramount claims Warner is not sharing key details on how it assessed assets such as its cable TV business and overall strategic value. Paramount says this lack of transparency hurts investors who must choose between competing offers.
What Are the Competing Deals?
Netflix agreed in December to buy Warner Bros’ studio and streaming assets, including HBO and HBO Max, for about $82.7 billion in a mix of cash and stock. Paramount responded with an all‑cash takeover bid worth about $108.4 billion.
Paramount’s offer would take over the entire company, including its cable networks, at about $30 per share, compared with Netflix’s $27.75 per share deal focused mainly on studios and streaming.
Paramount argues that all cash offers more certainty and a smoother regulatory path than Netflix’s mixed offer and that its bid is useful for investors to consider before the shareholder vote.
Paramount’s Proxy Fight & Board Strategy
Alongside the lawsuit, Paramount has launched a proxy fight. It plans to nominate its own directors for Warner Bros’ board. The goal is to persuade shareholders to reconsider Paramount’s all‑cash bid and potentially block the Netflix merger.
Paramount also proposed amending Warner’s bylaws to require shareholder approval for any future separation of the cable TV business, a key piece of the Netflix deal strategy.
Warner Bros Board Stands Firm on Netflix Deal
The Warner Bros Discovery board has repeatedly rejected Paramount’s offers. It insists the Netflix deal provides superior and more certain value for shareholders. Warner’s leadership argues that Paramount’s plan, which depends heavily on debt and backstopped equity, carries greater execution risk and could saddle the company with high costs.
Warner has emphasized that the separation of the cable TV assets is part of the long‑term strategic plan linked to the Netflix transaction. The board remains confident this path will deliver more stable outcomes for shareholders.
Investor Concerns and Shareholder Rights
Paramount’s lawsuit argues shareholders need financial disclosures on the Netflix deal to make fully informed decisions before voting. The suit stresses that “time is of the essence”, given the impending expiration of Paramount’s tender offer.
Paramount claims Warner’s board has not shown that the Netflix deal is financially superior to its all‑cash offer.
Market Impact and Stock Reaction
The takeover battle has already moved markets. Warner Bros shares fell slightly following the suit, while Paramount and Netflix saw modest gains. Investors are watching closely as the company’s future direction could shift dramatically depending on outcomes in court and at upcoming shareholder votes.
Court Action and Shareholder Vote
Paramount’s tender offer is scheduled to expire on January 21, but could be extended. The lawsuit could force Warner to provide deeper financial details before then. The proxy fight, shareholder disputes, and potential regulatory reviews are likely to push this battle into months of legal and boardroom contention.
This is more than a corporate acquisition battle — it highlights shifting power in entertainment. How Warner Bros is controlled could reshape streaming, studio production, and industry consolidation. The outcome may influence future media mergers and how shareholder rights are protected in high‑stakes deals.
