Paramount Skydance announced a proxy contest and filed a Delaware Chancery Court lawsuit on January 12, 2026, seeking to wrest control of Warner Bros. Discovery, Inc. (WBD) and to force the company to disclose the financial details of its pending merger with Netflix. The proxy fight nominates a slate of directors who would support Paramount’s all‑cash offer, while the lawsuit demands that WBD reveal how it valued the Netflix transaction and the equity of its global networks division that will be spun off in the deal.
Paramount’s bid offers $30 per share in cash, valuing WBD at $108.4 billion. The offer is debt‑heavy, with a significant portion of the purchase price financed through leveraged borrowing. In contrast, the Netflix deal, announced December 5, 2025, values WBD’s streaming and studio assets at an enterprise value of approximately $82.7 billion, or $72 billion in equity terms, translating to $27.75 per share. Paramount argues that the global networks division, Discovery Global, will be spun off and has zero equity value, a claim that would reduce the overall value of the Netflix transaction and make Paramount’s offer more attractive to shareholders.
WBD’s board rejected Paramount’s offer in December, citing insufficient value and the risks of a debt‑laden transaction. Board chair Samuel A. Di Piazza said the Netflix agreement “offers superior value at greater certainty” and that the leveraged nature of Paramount’s bid “creates significant risk to closing.” Paramount’s CEO David Ellison countered that the all‑cash offer provides “greater certainty and a faster path to completion” and that the Netflix deal’s valuation of Discovery Global is “unfairly low.” The board’s stance reflects a preference for the certainty of the Netflix transaction over the higher price but higher risk of Paramount’s proposal.
The Delaware lawsuit seeks to compel WBD to disclose the valuation methodology for the Netflix deal and the equity value of Discovery Global. Paramount claims that Delaware law requires WBD to provide full financial disclosure to shareholders, and that the lack of transparency hampers shareholders’ ability to assess the merits of the Netflix agreement versus its own offer. If the court orders disclosure, shareholders could gain a clearer view of the relative value of the two proposals, potentially influencing the upcoming shareholder vote on the Netflix merger scheduled for January 15.
The proxy fight and lawsuit introduce significant uncertainty for WBD shareholders. If Paramount secures board seats, it could pressure WBD to reconsider its commitment to Netflix and negotiate a new deal, potentially delaying or derailing the December merger. The escalation also signals to the market that the takeover battle remains highly contested, with both parties pursuing aggressive tactics to secure shareholder support and control of the company’s future direction.
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