NEW YORK — Paramount Skydance escalated its takeover campaign for Warner Bros Discovery by filing a lawsuit in Delaware and preparing to nominate a slate of directors to the company’s board, Jan. 13, 2026.
The moves are designed to pressure Warner Bros Discovery shareholders to reject the company’s agreed $82.7 billion deal with Netflix and instead back Paramount’s roughly $108.7 billion all-cash proposal, according to published reports.
Warner Bros Discovery, which has urged investors to support the Netflix transaction, called Paramount’s lawsuit “meritless” and said Paramount has not raised its offer or fixed what it described as key shortcomings. Netflix did not immediately comment, Reuters reported.
Warner Bros Discovery dispute heads to Delaware court and the ballot box
In its complaint in the Delaware Court of Chancery, Paramount is seeking details behind Warner Bros Discovery’s board-level analysis of the Netflix agreement — disclosures Paramount argues investors need before deciding whether to tender shares into its offer, which is scheduled to expire Jan. 21 unless extended.
Paramount also signaled it will take the fight directly to the company’s annual meeting by nominating directors, setting up a proxy contest that could put board seats — and the Netflix deal — at the center of a shareholder vote later this year.
According to the Reuters report on the lawsuit and proxy plans, Paramount is also pushing for a bylaw change requiring a shareholder vote on any separation of Warner Bros Discovery’s cable networks business, a key piece of the broader transaction structure.
How the numbers stack up
Warner Bros Discovery has said walking away from Netflix would trigger steep costs, including a $2.8 billion termination fee and other expenses that could total about $4.7 billion. Paramount has countered that its $30-per-share cash pitch offers more certainty than a cash-and-stock structure and avoids what it calls a “worthless” cable spinoff stub for shareholders.
MarketWatch, in an analysis carried by Morningstar, described Paramount’s court filing as a demand to “show the math” behind the board’s conclusion that Netflix’s bid is superior.
Read more in MarketWatch’s breakdown of the competing offers.
Why the Warner Bros Discovery fight fits a longer consolidation story
The showdown lands amid a yearslong reshaping of Big Media. Warner Bros Discovery itself was formed when WarnerMedia and Discovery completed their merger in April 2022.
That pressure has only intensified as legacy cable continues to erode. Warner Bros Discovery previously outlined plans to separate its streaming-and-studio engine from its cable networks, a structural debate now resurfacing in the Paramount and Netflix proposals.
Paramount’s posture is also shaped by its own recent reset. Skydance’s deal to combine with Paramount — installing David Ellison atop the company — was pitched to investors as a bid to build a “tech hybrid” prepared for the next phase of streaming competition.
For background on the Netflix agreement at the heart of the dispute, see CBS News’ report on Netflix’s $82.7 billion plan. For additional reporting on Paramount’s proxy strategy, the Financial Times outlined the proxy-fight threat.
Older context: Warner Bros Discovery’s formation was covered in Reuters’ April 2022 merger-close report, while Paramount’s Skydance tie-up was detailed in Reuters’ July 2024 story on the deal and Warner’s cable split plan was reported by PBS NewsHour.
