Paramount Declares War on Warner Bros. Discovery with Lawsuit and Proxy Fight

Paramount Skydance is escalating its hostile takeover bid for Warner Bros. Discovery, filing a lawsuit and initiating a proxy fight to block WBD's competing deal with Netflix. The move aims to force WBD to engage with Paramount's "financially superior" over $108 billion all-cash offer, detailed in a letter to shareholders.

• Opening the books: The first prong of the attack is a lawsuit filed in Delaware demanding WBD provide more financial details about its roughly $83 billion agreement with Netflix. In the letter, CEO David Ellison argues WBD has failed to give shareholders the "customary financial disclosure" needed to properly compare the two offers, citing WBD's "increasingly novel reasons for avoiding a transaction with Paramount."

• A boardroom battle: Beyond the courts, Paramount plans to nominate its own slate of directors for WBD's 2026 annual meeting. The goal is to install a board willing to engage with its takeover offer. This proxy fight puts the ultimate decision of the company's fate in the hands of its shareholders.

• The math doesn't add up: Ellison expressed frustration with WBD's board, with multiple reports stating he was "perplexed that WBD never responded to our December 4th offer." He added, "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."

This corporate clash sets up a high-stakes battle between two competing visions for the future of media. The outcome will now be decided in the courts and by a shareholder vote, determining whether WBD is acquired whole by Paramount or broken up in the deal with Netflix.