Paramount Sues Warner Bros. Discovery Over Netflix Deal

Paramount Skydance has sued Warner Bros. Discovery to force disclosure of details behind Warner’s $82.7 billion USD agreement with Netflix, escalating its hostile takeover bid and preparing a proxy fight ahead of a Jan. 21, 2026, tender deadline.

The lawsuit, filed on Jan. 12, 2026, in Delaware Chancery Court, seeks internal financial analyses and board deliberations that led Warner to select Netflix on Dec. 4, 2025. Paramount said it is not asking the court to block the Netflix deal but wants shareholders to have enough information to compare competing offers before deciding whether to tender their shares.

Warner’s board last week unanimously rejected Paramount’s $30-per-share all-cash offer for the entire company, despite a personal guarantee from Oracle co-founder, Larry Ellison, covering the equity portion of the bid led by Paramount CEO David Ellison. 

Paramount has submitted eight proposals since Sept. 14, 2025, according to the spokesman, and argues Warner acted hastily despite being told on Dec. 4, 2025, that its offer was not “best and final.”

Paramount Questions Netflix Deal Terms and Cable Spinoff

Paramount’s lawsuit alleges Warner breached disclosure duties by withholding analysis of its cable networks, including CNN, HGTV, Food Network, and TNT. Netflix’s $27.75-per-share cash-and-stock offer excludes those assets, focusing on HBO, Max, and Warner Bros.’ film and television studios. 

Paramount’s $78B proposal would acquire all of Warner, including the cable business slated to be spun into Discovery Global.

Paramount has argued that the to-be-issued cable spinoff equity is worth little. “Our $30 per share in cash is simply more than Netflix’s complex multi-variable consideration,” Ellison wrote to shareholders, adding that Warner has provided “increasingly novel reasons” for avoiding a transaction with Paramount. He said the outcome may come down to a shareholder vote unless Warner’s board engages.

Separately, Paramount said it will nominate its own slate of directors and seek a bylaw change requiring shareholder approval for any cable separation.

Warner said the lawsuit is meritless and cited a $2.8B termination fee tied to the Netflix deal. Netflix declined to comment. Shares of Warner fell on Monday, while Paramount's rose modestly.