Mumbai: Paramount Skydance has sued WBD and its CEO David Zaslav in Delaware, escalating its hostile bid to block the media group’s $72-billion sale of its studios and streaming business to Netflix. The legal move comes as Paramount attempts to pry open what it claims is an opaque and biased sale process that unfairly favoured Netflix over rival bidders.
In a letter sent to WBD shareholders on Monday, Paramount Skydance CEO David Ellison said the lawsuit is aimed at forcing Warner Bros. Discovery to disclose how it arrived at key valuations in the Netflix transaction — including the worth assigned to Discovery Global, the company’s cable networks unit that will be spun off as a separate listed company.
Ellison said WBD has not explained how it priced the “Global Networks stub equity,” how it calculated the total Netflix deal value, how debt adjustments affect the purchase price, or how it applied what the board calls a “risk adjustment” to Paramount’s $30-per-share all-cash bid.
“Shareholders cannot make an informed decision without this information,” Ellison wrote, adding that Paramount is asking the Delaware Chancery Court to compel WBD to provide full transparency around the transaction.
Alongside the lawsuit, Paramount also announced it will nominate its own slate of directors at Warner Bros. Discovery’s 2026 annual meeting, setting the stage for a proxy fight that could further destabilise the company’s board.
The escalation comes just days after WBD once again urged investors to reject Paramount’s revised takeover offer and stick with Netflix. Warner Bros. Discovery said on Monday that Paramount has failed to improve its bid despite weeks of public pressure.
“Despite six weeks and just as many press releases from Paramount Skydance, it has yet to raise the price or address the numerous and obvious deficiencies of its offer,” WBD said in a statement, calling the lawsuit “meritless” and reaffirming its view that the Netflix agreement delivers superior value.
Under the Netflix deal, Warner Bros. Discovery will sell its streaming and studio operations — including HBO Max and its film business — for $72 billion, while carving out its cable television portfolio, Discovery Global, into a separate publicly traded company. That sale followed a formal review process in which Paramount had submitted competing bids for the entire company, including the cable networks.
Paramount went public with its hostile approach shortly after the Netflix agreement was announced, offering $30 per share in cash for all of Warner Bros. Discovery. The board rejected the proposal in December, raising concerns over deal certainty and the financial backing of Larry Ellison, the Oracle founder and father of Paramount Skydance’s CEO.
Paramount later amended its offer, with Larry Ellison agreeing not to withdraw or transfer assets from the family trust during any transaction. However, the company has stopped short of increasing the price, even as it argues that its bid is more attractive than Netflix’s.
The dispute traces back to the autumn, when the newly merged Paramount Skydance made three unsolicited approaches to Warner Bros. Discovery, all of which were turned down. That prompted WBD to launch a formal sale process while continuing with its plan to split the company into two listed entities — a structure that Netflix has now embraced through its acquisition of the studio and streaming arm.
With litigation now underway and a proxy battle looming, the fight over one of Hollywood’s most valuable media portfolios is moving into a far more volatile phase — one that could reshape not just Warner Bros. Discovery, but the future balance of power in global entertainment.
