In a dramatic escalation of Hollywood’s latest takeover brawl, Paramount Skydance said Monday it will launch a proxy fight at Warner Bros. Discovery and sue in Delaware to pry loose more details about the company’s pending deal with Netflix—moves aimed at derailing that transaction and advancing its own hostile, all‑cash offer.
Paramount Skydance plans to nominate its own slate of directors for election at Warner Bros. Discovery’s 2026 annual meeting and to urge shareholders to vote against the Netflix agreement if WBD calls a special or early meeting to approve it. The strategy is designed to reshape the board that twice rejected Paramount’s bid and to rally investors behind a rival deal Ellison insists is superior on both value and risk.
“WBD has provided increasingly novel reasons for avoiding a transaction with Paramount, but what it has never said, because it cannot, is that the Netflix transaction is financially superior to our actual offer,” Paramount CEO David Ellison wrote in a letter to Warner shareholders.
At the same time, Paramount has filed a lawsuit in Delaware Chancery Court seeking to force Warner Bros. Discovery to disclose more information about how it valued the Netflix transaction and the planned spin-off of WBD’s global cable networks into a separate public company. Paramount argues that without those details—particularly around the treatment of debt and the board’s “risk adjustment” of its $30‑per‑share all‑cash proposal—investors cannot make an informed choice between the two competing paths.
Competing visions for WBD
Under Paramount Skydance’s hostile bid, the Ellison‑led company is offering $30 in cash for every Warner Bros. Discovery share, seeking to acquire the entire company, including networks such as CNN and TNT, at a valuation of roughly $108 billion that contemplates assuming or addressing about $87 billion of WBD debt. Warner Bros. Discovery’s board has rejected that offer as inadequate and overly leveraged, arguing it is not “even comparable” to the Netflix proposal.
Netflix, by contrast, has agreed to buy WBD’s film and television studios, HBO and HBO Max in a cash‑and‑stock deal valued at $27.75 per WBD share, implying about $72 billion in equity value and $82.7 billion in enterprise value, while leaving the legacy cable networks behind as a stand‑alone public company. Warner Bros. Discovery’s board has endorsed that transaction and urged shareholders to back it, positioning the Netflix tie‑up as a cleaner, lower‑risk way to reshape the company for the streaming era.
What the proxy fight means for investors
A proxy contest would give Paramount an opportunity to ask Warner Bros. Discovery shareholders to oust some or all incumbent directors at the 2026 annual meeting and replace them with nominees more open to engaging on its offer. Paramount has said those directors, if elected, would “in accordance with their fiduciary duties” use WBD’s rights under the Netflix agreement to revisit its bid and potentially steer the company into a transaction with Paramount instead.
If Warner Bros. Discovery convenes a shareholder vote on the Netflix deal before that meeting, Paramount has pledged to solicit proxies against approving the agreement, effectively turning the vote into an early referendum on which transaction shareholders prefer. Governance and investor‑relations experts say that dynamic shifts more of the leverage from the boardroom to the shareholder base, particularly if investors view the choice as a trade‑off between headline price and execution risk.
A Netflix spokesperson declined to comment when contacted by Fortune.
Legal pressure on disclosure
In its Delaware complaint and in Ellison’s letter to WBD investors, Paramount contends that Warner Bros. Discovery has failed to provide the “customary” financial disclosure expected when a board recommends a transaction or issues a Schedule 14D‑9 response in the face of a competing tender offer. The suit says WBD has not spelled out how it valued the Netflix package versus the residual “stub” equity in the spun‑off networks, or how the purchase‑price adjustments for debt and other liabilities affect the real economics for shareholders.
Ellison argues that Delaware law requires boards to give shareholders enough information to make fully informed investment decisions when they are asked to tender shares or vote on a deal, and that WBD has fallen short of that standard. Paramount is asking the court to compel Warner Bros. Discovery to fill in those gaps before Netflix’s offer period expires, which would give investors a clearer basis on which to compare the rival transactions.
What’s next
Warner Bros. Discovery has so far stood by its endorsement of the Netflix transaction and has continued to reject Paramount’s advances, setting up what could be a prolonged fight stretching from the courtroom to the annual meeting. Paramount, for its part, is signaling that it and the Ellison family are prepared to stay in the fight, betting that more disclosure and mounting shareholder scrutiny will eventually tilt the balance in favor of its all‑cash bid.
