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Paramount Skydance is going after Warner Bros. Discovery. They’ve filed a lawsuit in Delaware and are getting ready to challenge the company’s leadership in a shareholder vote.

Shall we? 
 

The Lawsuit - show me the math

Paramount Skydance is now officially suing Warner Bros. Discovery and its CEO, David Zaslav.

David Ellison wants a judge to make WBD show its work and explain how it decided that its planned $72 billion deal with Netflix is better than Paramount’s offer.

Ellison says Paramount has put a clear, all-cash offer on the table: $30 per share to buy the whole company. WBD’s board keeps saying no, arguing the Netflix deal is the better option. Ellison is pushing back and saying they haven’t backed that up with real details.

David Ellison says WBD hasn’t clearly explained:

• How they put a value on the remaining cable TV business
• How much the price was lowered because of WBD’s debt
• Why they adjusted Paramount’s cash offer in a way that made it look less appealing

If the court makes WBD open its books, investors may find out whether the board is really protecting shareholders, or just trying to avoid being taken over.

The Strategy - going after control of the company

Ellison isn’t stopping with the lawsuit. He’s also going after control of the company.

He says he plans to put forward his own group of board candidates at Warner Bros. Discovery’s 2026 shareholder meeting. That means he wants shareholders to vote out the current board and replace them with people he chooses.

If that works, Paramount Skydance wouldn’t need to convince the current leadership anymore. They could remove the people blocking the deal and put in a new board that’s willing to accept the $30-per-share cash offer.

Why WBD is Resisting

WBD brushed off the lawsuit, calling it pointless and a distraction, they’ve also laid out why they keep saying no to Ellison’s offer

• Early on, the board said they were uneasy about where the funding was coming from, specifically Larry Ellison, David’s father and an Oracle co-founder. Even though Larry has said he won’t walk away from backing the deal, WBD’s board says they’re still not fully comfortable.
• WBD argues that Paramount hasn’t sweetened the deal. From their point of view, it’s the same $30 per share offer they’ve already rejected, just brought back again.
• WBD wants to split itself in two and spin off its cable networks into a separate company called Discovery Global. The board believes this move will be worth more to shareholders over time than selling the whole company to Ellison for cash right now.
   

You should watch

• The Delaware Court Ruling

If the court favors Ellison, expect a massive data dump regarding the Netflix deal valuations.

• Shareholder Sentiment

Keep an eye on WBD’s stock price relative to that $30 offer. If shareholders start getting restless with the Netflix deal, they might side with Ellison in the proxy fight.

• The 2026 Meeting

If Ellison can’t win over the board before then, he’ll try to replace them.

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