Paramount is intensifying its efforts to acquire Warner Bros. Discovery (WBD), refusing to back down after multiple rejected bids—including a recent hostile offer that WBD’s board urged shareholders to reject. The media giant is now taking the fight to court and launching a proxy campaign aimed at reshaping WBD’s board.
In a letter to shareholders on Monday, Paramount CEO David Ellison revealed that the company has filed a lawsuit in Delaware Chancery Court. The suit seeks greater transparency around WBD’s pending merger with Netflix, specifically the process that led to its approval. Paramount claims WBD has withheld “basic information” necessary for shareholders to evaluate competing offers, including details on how WBD valued the planned spin-off of its cable networks unit, Discovery Global (also referred to as Global Networks in filings). Under the Netflix deal, Discovery Global would become a standalone publicly traded company, whereas Paramount’s proposal included these assets.
Ellison also announced plans to nominate a new slate of directors at WBD’s 2026 annual meeting, aiming to install a board willing to reconsider Paramount’s offer under WBD’s existing merger agreement with Netflix. If WBD calls a special meeting to approve the Netflix transaction before then, Paramount intends to solicit proxy votes against the deal. Additionally, Paramount will push for a bylaw amendment requiring shareholder approval for any separation of Discovery Global, a move that underscores concerns about shareholders losing value under the Netflix merger structure.
Paramount insists its offer remains “superior” to Netflix’s, while WBD counters that Paramount’s bid provides “insufficient value” and fails to address key deficiencies despite clear guidance. WBD has also raised doubts about Paramount’s ability to close the deal, citing the significant debt load the smaller studio would need to assume for a leveraged buyout. The lawsuit now seeks to compel WBD to disclose how it determined Netflix’s proposal was preferable, setting the stage for a high-stakes legal and corporate showdown that could reshape the media landscape.
