Paramount sues Warner Bros, launches proxy war to scupper Netflix deal

Paramount Skydance has sharply escalated its takeover fight for Warner Bros Discovery, telling shareholders it will nominate directors to the WBD board, oppose the company’s proposed merger with Netflix, and pursue legal action to force fuller disclosure around that deal.

The move follows months of spats between the largest media conglomerates in the US over one of Hollywood’s biggest groups, with shareholders caught between a fully financed all-cash offer from Paramount and a more complex merger structure from Netflix.

“Over the last few days, following the decision by Warner Bros. Discovery (‘WBD’) not to engage with Paramount on our $30 per share cash offer to acquire all of WBD… we keep getting the same question: what happens next?” the company said in a press release.

Paramount argues that WBD’s refusal to engage has left shareholders as the ultimate decision-makers.

"Paramount will propose an amendment to WBD's bylaws to require WBD shareholder approval for any separation of Global Networks... to ensure that you get the final decision on which offer is better for you," the release said.

The company said it plans to nominate a slate of directors at WBD’s 2026 annual meeting and, if necessary, solicit votes against approval of the Netflix transaction.

The manoeuvres carry wider political and editorial implications. Control over WBD’s Global Networks would include CNN, whose future editorial independence has become a point of concern amid fears of increased shareholder influence over political coverage.

Those concerns have been heightened by recent governance shifts elsewhere in the US media landscape, including the appointment of "anti-woke", conservative pundit Bari Weiss to lead Paramount-owned legacy network CBS.

The political ties of the Ellison family, who control Paramount Skydance, could also shape priorities in news programming if Paramount succeeds. The family has been vocal in its support for President Trump.

Valuation is also at the heart of the dispute. Paramount insists its $30-per-share all-cash offer is clearly superior to Netflix’s proposed deal, which combines cash, Netflix shares and a planned spin-off of WBD’s Global Networks assets. Paramount claims the latter introduces uncertainty while delivering less value overall.

Paramount has now filed a lawsuit in Delaware Chancery Court, seeking to compel WBD to disclose how it valued the Netflix transaction, the Global Networks spin-off, and any debt transfers tied to the deal. It argues that shareholders cannot make an informed decision without that information.

“WBD shareholders need this information to make an informed investment decision on our offer — and importantly, Delaware law has consistently required that such information be provided to shareholders," they argued.

The clash also highlights the broader rivalry between legacy studios and streaming giants. Netflix has spent years pushing to consolidate content, production and distribution under its platform, while Paramount has sought scale to compete in an increasingly concentrated streaming market.

Warner Bros Discovery — owner of HBO, CNN, and Warner Bros Studios — sits at the centre of that struggle, prized for its catalogue, franchises, and global reach.

Paramount said it still prefers a negotiated outcome and accused WBD’s board of failing to properly engage before accepting what it views as an inferior deal.