The battle for Warner Bros. Discovery has officially moved into the courtroom.
On Monday, David Ellison’s Paramount Skydance filed a lawsuit against WBD, escalating its hostile takeover attempt and demanding greater transparency around the media giant’s massive $83 billion deal with Netflix.
At the same time, Ellison confirmed plans to launch a proxy fight, signaling that this is no longer just about bids — it’s about control.
Why Paramount Is Taking WBD to Court
Paramount Skydance has sued WBD in Delaware Chancery Court, seeking to force the company to disclose detailed financial assumptions behind its Netflix agreement.
According to Ellison, WBD shareholders have been left in the dark on several critical points — including how the company valued its assets, handled debt adjustments, and arrived at its final deal structure.
In an open letter to shareholders, Ellison argued that WBD failed to explain:
- How it valued the Global Networks spin-off equity
- How the overall Netflix transaction was priced
- How debt reductions factor into the deal
- Why Paramount’s $30-per-share all-cash offer was “risk-adjusted” and rejected
Paramount’s legal filing asks the court to compel WBD to release this information so shareholders can decide whether to tender their shares into Paramount’s offer.
The $30-Per-Share Bid Rejected — Again
This latest move comes after WBD’s board flatly rejected Paramount’s $30-per-share all-cash bid, marking the eighth offer put forward by Ellison and his financial backers, which include Oracle founder Larry Ellison.
Paramount claims that under its analysis, the Netflix transaction effectively renders shares in the planned Discovery Global spin-off worthless — a key accusation likely to fuel shareholder unrest.
What the Netflix Deal Actually Looks Like
Under the agreement at the center of the dispute:
- Netflix would pay $27.75 per share for Warner Bros.’ film and TV studios, HBO, HBO Max, and its games division
- The deal would close after WBD spins off Discovery Global
- Discovery Global would house assets like CNN, TBS, HGTV, Food Network, and Discovery+
Paramount argues that once this separation happens, the remaining equity for shareholders under the Netflix deal has little to no value — a claim WBD has not publicly detailed or rebutted.
Proxy Fight and Boardroom Pressure Ahead
Beyond the lawsuit, Paramount confirmed it will nominate a new slate of directors ahead of WBD’s next shareholder meeting. According to Ellison, these nominees would push WBD to formally engage with Paramount’s offer rather than dismiss it outright.
Paramount also plans to propose changes to WBD’s bylaws that would require shareholder approval for any Global Networks separation. If WBD attempts to fast-track a vote on the Netflix deal, Paramount has pledged to actively campaign against it.
What This Means Going Forward
With lawsuits filed, proxy battles looming, and shareholders caught between a cash-heavy takeover bid and a transformative Netflix deal, WBD now faces one of the most aggressive corporate standoffs Hollywood has seen in years.
Whether this ends with a courtroom ruling, a board shake-up, or a dramatic deal reversal remains to be seen — but one thing is clear: the streaming wars have officially spilled into Wall Street territory.
Final Words
An $83 billion Netflix deal, a $30-per-share takeover bid, and a high-stakes proxy fight — this isn’t just another studio skirmish. It’s a defining moment that could reshape the future of Warner Bros. Discovery and redraw power lines across the entertainment industry.
And David Ellison isn’t backing down.
