The offensive of Paramount Skydance vs. Warner Bros. Discovery The matter has entered a clearly legal phase. The company controlled by David Ellison has filed a lawsuit to force Warner Bros. to disclose the financial details and key terms of the deal. merger and asset sale agreement reached with Netflix, a deal that could exceed $80.000 billion in enterprise value.
Far from withdrawing after repeated rejections from Warner's board, Paramount keeps its hostile takeover bid of $30 per share in cash and has decided to go to the Delaware courts so that Warner Bros. shareholders can compare, with numbers on the table, its proposal with the complex financial structure agreed with Netflix.
A lawsuit to uncover the Netflix deal
In a letter to Warner Bros. Discovery (WBD) investors, David Ellison explained that Paramount has filed a lawsuit in the Delaware Court of Equity to order WBD to provide detailed information about the transaction negotiated with Netflix. The stated objective is to ensure that shareholders have complete information before deciding whether or not to accept the takeover bid launched by Paramount.
According to Ellison, WBD has not provided any clear explanation. regarding how it has valued the transaction with Netflix, what amount it allocates to the Global Networks business that will be spun off, or how the final share price is adjusted based on the debt transferred between divisions such as Streaming & Studios and the new cable company.
The complaint specifically cites the CEO of WBD, David Zaslav, and other members of the council, whom he accuses of having failed to fulfill their transparency duties by supporting the agreement with Netflix without providing investors with a complete, accurate, and verifiable financial analysis.
Paramount argues that Delaware corporate law requires that, before recommending a transaction of this magnitude, the directors make available to shareholders the valuations, financial assumptions and key metrics that have been used to choose one offer over another.
Hostile takeover bid in the face of a complex merger with Netflix
At the heart of the conflict are two very different proposals for the future of Warner Bros. Discovery. On one hand, Paramount Skydance is offering $30 per share, all in cash. to acquire all of WBD, in a transaction that, including debt, would be around $108.000 billion.
On the other, the Netflix agreement with Warner Bros. It proposes a more complex structure: the streaming platform would pay around $27,75 per share for Warner Bros.' film and television studios, HBO, HBO Max, and the video game division, combining cash and Netflix stock, with adjustments in the financing of your offer.
Paramount maintains that, at recent market prices, the total value that WBD shareholders would receive under the Netflix structure It would be less than $30 per shareand that the spin-off of Global Networks is being treated practically as if it were worthless. Hence, he demands the valuation models that Warner's board has used.
While Netflix focuses on acquiring the most popular studios and brands to strengthen its global catalog, Paramount's offer covers the entire perimeter of the groupincluding cable channels and the news business. This difference in scope partly explains why the overall figures for each transaction—both in terms of capital and enterprise value—are not directly comparable.
Warner argues that Netflix's proposal, although more complex, It offers a more solid financial structure and more secure collection.In addition to the possibility of taking the business Netflix doesn't want public, WBD believes the spin-off's design theoretically allows them to realize the value of assets the market isn't fully recognizing.
The clash with the Warner Bros. Discovery board
The tension between the companies has intensified after several consecutive rejections from the WBD board Warner's management has repeatedly recommended to shareholders that they support the deal with Netflix and reject the hostile takeover bid, even after Paramount improved its offer to $30 per share in cash.
WBD's leadership maintains that Paramount's offer It doesn't surpass the agreement with Netflix. neither in structure nor in guarantees, and has called the lawsuit filed in Delaware a “baseless” action designed to distract and publicly pressure investors. Warner emphasizes that, despite weeks of statements and open letters, Paramount It has neither raised the price nor corrected the weaknesses that the council identifies in its proposal.
From the other side, Ellison criticizes WBD for barely held council meetings before opting for Netflix and that he never seriously attempted to negotiate the offer sent by Paramount in December. In his letters, he claims that Warner They didn't even get to the point of exchanging draft contracts. nor to propose adjustments regarding deadlines, guarantees or the structure of the operation.
Paramount finds it particularly striking that the WBD board is leaning towards a deal that, according to its own calculations, offers less cash per share And it adds uncertainty, in the face of a takeover bid fully financed and backed, in part, by a $40.000 billion personal guarantee from tycoon Larry Ellison.
This clash has generated intense debate in the markets and the audiovisual industry, where questions are being raised about the extent to which the independence of the WBD council and their analysis of the various offers has been guided exclusively by the economic interests of the shareholders.
Power strategy: directors, bylaws, and shareholder voting
Paramount's offensive is not limited to the courts. In parallel, Ellison's company has announced that will nominate his own panel of advisors for the Warner Bros. Discovery board at the 2026 general meeting. The idea is to promote a partial change in the governing body that would reopen the door to negotiations with Paramount.
Furthermore, Paramount intends to boost an amendment to the WBD statutes so that any separation or spin-off of Global Networks must be expressly approved by the shareholders. With this, it seeks to ensure that the minority vote It could become a hindrance to the execution of the current design of the operation with Netflix if the real value attributed to the cable business is not clarified.
The company has made it clear that if Warner calls an extraordinary meeting to vote on the agreement with Netflix Before the ordinary assembly, he will request power of representation from the shareholders to ask for the rejection of the merger, thus reinforcing the corporate route against the official line set by the board.
In his public messages, Ellison insists that He is not seeking a confrontation for its own sake.Rather, it's about forcing the disclosure of all the figures and assumptions used to value the Netflix deal. Only then, he argues, can investors compare his "real and fully funded" takeover bid with a payment structure that depends on the future performance of Netflix shares and the Discovery Global IPO.
This situation places WBD shareholders, both in the United States and in Europe—where the company has a significant presence through its channels and streaming services—at the center of a unusual corporate debate, in which each investor's vote could be key to tipping the balance towards one buyer or another.
What's at stake for the audiovisual market
The legal battle between Paramount, Warner Bros. Discovery, and Netflix isn't just a price dispute. What's at stake is... control of one of the most valuable audiovisual catalogs in the worldwith sagas like Harry Potter, the DC universe, The Lord of the Rings or classic titles such as Casablanca y The GodfatherThe outcome will determine how this content is distributed in cinemas, pay television, and streaming platforms in Europe and the rest of the world.
For Netflix, integrate the Warner Bros. and HBO studios and its streaming business would involve massively strengthen its own production and exclusive offering in key markets such as Spain, France, Germany, and Italy. The platform could further consolidate broadcasting rights from major franchises, increasing its leverage in negotiations with European telecom operators and distributors.
Paramount, for its part, aspires to gain size and relevance In a highly concentrated streaming sector, where competing directly with giants like Netflix or Disney+ requires a scale it currently lacks, acquiring WBD would give it a strong position in Europe, both in terms of its catalog and linear channels and news networks, including the CNN brand.
Competition regulators in the European Union and in countries like Spain will be closely monitoring this dispute, as a large-scale merger could have serious implications. conditions, assignments of rights or regulatory remedies to avoid excessive market dominance. Paramount itself maintains that its takeover bid, structured as a direct purchase and not as a platform merger, It would have fewer regulatory hurdles that the scheme designed together with Netflix.
In the short term, Paramount's legal move introduces more uncertainty about the timeline and terms of the agreement with Netflix, but also It opens a window for shareholders to demand more information and, if they deem it appropriate, push for an improvement in the offers on the table.
The battle surrounding Warner Bros. Discovery illustrates the extent to which the global entertainment business is now played out in boardrooms, courtrooms, and shareholder meetings: a combination of hostile takeovers, lawsuits in Delaware, and corporate governance maneuvers which will decide who controls some of the most influential content on the planet and how it will reach European households in the coming years. It could also influence measures such as 17 day plan for Warner Bros movies and their arrival in theaters.
