Paramount Skydance has escalated its takeover battle for Warner Bros. Discovery (WBD), announcing plans to nominate directors to the company’s board, oppose its proposed transaction with Netflix, and pursue legal action in Delaware to force fuller disclosure around the deal.
In a statement to shareholders, Paramount said it will prepare a proxy contest at WBD’s 2026 annual meeting and, if necessary, solicit votes against approval of the Netflix transaction. The move follows months of public sparring between major US media groups over control of one of Hollywood’s most valuable entertainment portfolios.
Paramount argues that WBD’s board has refused to engage with its $30-per-share all-cash offer, leaving shareholders to decide between what it describes as a fully financed proposal and a more complex merger structure involving Netflix.
“Following the decision by Warner Bros. Discovery not to engage with Paramount on our cash offer, we keep getting the same question: what happens next?” the company said in a press release, adding that shareholders should have the final say on which proposal delivers greater value.
Proxy contest and legal action
As part of its campaign, Paramount said it will propose amendments to WBD’s bylaws requiring shareholder approval for any separation of the company’s Global Networks division. The group said this would ensure investors have direct oversight over any transaction involving those assets.
Paramount has also filed a lawsuit in the Delaware Chancery Court, seeking to compel WBD to disclose how it valued the proposed Netflix transaction, the planned spin-off of Global Networks, and any debt transfers linked to the deal.
“WBD shareholders need this information to make an informed investment decision,” Paramount said, arguing that Delaware law requires companies to provide sufficient disclosure when seeking shareholder approval for major transactions.
Valuation and governance concerns
At the heart of the dispute is valuation. Paramount insists its all-cash offer provides clearer and higher value than Netflix’s proposed structure, which reportedly combines cash, Netflix shares, and a spin-off of WBD’s Global Networks assets. Paramount says the Netflix deal introduces uncertainty while delivering less value overall.
The battle also carries broader governance and editorial implications. Control of WBD’s Global Networks would include CNN, raising questions about editorial independence amid concerns over increased shareholder influence on political coverage.
Those concerns have been amplified by recent governance shifts elsewhere in the US media industry, including changes at Paramount-owned CBS, and by the political affiliations of the Ellison family, which controls Paramount Skydance and has publicly supported Donald Trump.
Streaming giants versus legacy studios
The clash underscores the intensifying rivalry between legacy studios and streaming platforms. Netflix has sought to consolidate content, production and distribution under its global streaming model, while Paramount has argued that scale is essential for traditional studios to remain competitive in an increasingly concentrated market.
Warner Bros Discovery, owner of HBO, CNN and Warner Bros Studios, sits at the centre of that struggle, prized for its catalogue, franchises and international reach.
Paramount said it still prefers a negotiated outcome but accused WBD’s board of failing to properly assess alternatives before backing what it views as an inferior transaction.
