Paramount Skydance sues WBD for Netflix-deal workpapers, prepares proxy fight

Paramount Skydance filed suit in the Delaware Court of Chancery seeking the financial analyses, valuation workpapers and related disclosures that Warner Bros. Discovery relied on in concluding that a transaction with Netflix is superior to Paramount’s hostile $30-per-share all-cash offer. The complaint, filed January 12, 2026, says those materials are necessary for WBD shareholders to evaluate competing proposals and for Paramount to demonstrate the superiority of its amended $108.4 billion proposal.

Paramount’s complaint lists specific gaps it says WBD has left unexplained: the valuation of WBD’s Global Networks cable-TV business; the valuation methodology and numbers underpinning the Netflix transaction; the calculation of purchase-price reductions tied to assumed debt; and any “risk adjustment” applied to Paramount’s $30-per-share cash offer. Paramount says it is not asking the court to block the Netflix deal at this time but is reserving the right to seek additional relief once it has the requested materials.

Paramount’s $108.4 billion package is presented as an all-in alternative to the Netflix offer. The amended proposal includes $40 billion of equity personally guaranteed by Oracle co-founder Larry Ellison and roughly $54 billion of debt financing for the remainder, with a face cash bid of $30 per share for WBD as a whole. The Netflix transaction, which covers WBD’s studio and streaming assets rather than the entire company, has been represented in public reporting with varying totals, ranging from roughly $72 billion to about $83 billion, and with per-share equivalents cited in the $27.25 to $27.75 range depending on structure and which assets are included.

WBD’s board has publicly rejected the $30-per-share bid and has endorsed the Netflix transaction, and Paramount says the board has provided “novel reasons” for avoiding a deal with Paramount without disclosing the underlying financial analysis that produced that view. The complaint alleges WBD breached its disclosure duties by failing to provide full, accurate and truthful information about the financial rationale for favoring Netflix’s proposal.

Beyond litigation, Paramount is preparing a governance offensive. The company plans to nominate its own slate of directors for WBD’s board and to launch a proxy contest aimed at forcing greater engagement with its offer. Paramount has also signaled it will propose a bylaw amendment requiring shareholder approval for any separation or spinoff of the Global Networks stub — a move designed to prevent the board from isolating cable-TV assets it believes are being downplayed in public descriptions of the Netflix deal.

The suit places the Delaware Chancery Court at the center of a broader takeover battle that could affect the timing and terms of the transaction and the decisions shareholders must make. Discovery could force WBD to disclose the valuation math that would resolve divergent public representations of the deal’s size and per-share equivalents. If the court orders production, those materials could shift shareholder sentiment ahead of any tender or vote and potentially alter the dynamics of financing and regulatory review.

Key near-term milestones to watch are the court’s response to the disclosure suit, whether Paramount advances its proxy slate at WBD’s upcoming annual meeting, and any additional WBD filings that clarify the Netflix transaction’s valuation mechanics. The case underscores the increasing legal and governance complexity of large media mergers, where carved-up deals, debt adjustments and competing bidders make precise valuation central to shareholder decisions.