The Paramount vs. Netflix battle for Warner Bros. Discovery just escalated into a legal and shareholder war.
On Monday, Paramount Skydance Corporation officially filed a lawsuit against Warner Bros. Discovery in Delaware Chancery Court, accusing the WBD board of withholding critical financial information from shareholders as it pushes forward with a controversial $27.75 per share Netflix deal.
The lawsuit is part of a multi-front offensive, as Paramount moves aggressively to force the board’s hand and bring its superior $30 per share all-cash offer directly to investors.
Paramount’s Letter to WBD Shareholders
In an open letter to Warner Bros. Discovery shareholders, Paramount CEO David Ellison outlined an aggressive new strategy to push forward the $30 all-cash offer.
Paramount has filed a lawsuit demanding that WBD disclose key financial details about the Netflix deal, including how the $3 spin-off equity is valued and the impact of transferring debt on shareholder payouts.
At the same time, Paramount plans to nominate a new slate of directors for election at WBD’s 2026 annual meeting, directors who would be committed to exercising WBD’s right to engage with Paramount’s offer. If WBD calls a special meeting to vote on the Netflix merger, Paramount will launch a proxy fight to oppose the deal.
Additionally, the company is proposing a bylaw amendment that would require any spinoff of WBD’s Global Networks — including CNN, TNT, and Discovery — to receive shareholder approval.
Ellison blasted WBD’s board for refusing to even engage with Paramount, stating:
“We remain perplexed that WBD never responded to our December 4th offer… nor traded markups of contracts with us. It just doesn’t add up — much like the math on how WBD continues to favor taking less than our $30 per share all-cash offer.”
The Lawsuit: Demanding Transparency
The lawsuit accuses Warner Bros. Discovery of failing to disclose basic valuation metrics surrounding the Netflix transaction, such as the actual worth of the cable spin-off, how debt shifts affect payouts, and how the board “risk-adjusted” Paramount’s offer.
Under Delaware law, shareholders are entitled to clear financial information when evaluating competing bids. Paramount claims WBD is denying that.
This legal move follows weeks of public outcry and mounting pressure from investors and political figures, including President Trump, who recently reposted an article slamming Netflix’s “woke media monopoly” ambitions and backing Paramount’s position.
This Is Now a Shareholder War
With this filing, Paramount has made one thing clear: it’s not going away quietly.
If the WBD board won’t come to the table, Ellison and RedBird Capital will try to replace them and stop the Netflix merger from ever closing.
WBD shareholders are now caught in a high-stakes battle for the future of one of Hollywood’s most iconic companies. On one side is Netflix, promising a complex mix of cash, stock, and spin-off equity. On the other hand, Paramount offers clean cash at a higher price and the backing of political heavyweights.
