Prnewswire·2025-12-05 17:00Core Viewpoint - The Ademi Firm is investigating Warner Bros. Discovery (WBD) for potential breaches of fiduciary duty and other legal violations related to its transaction with Netflix [1]. Transaction Details - WBD shareholders will receive $23.25 in cash and $4.50 in Netflix common stock for each share of WBD, valuing WBD at $27.75 per share, with a total equity value of approximately $72.0 billion and an enterprise value of about $82.7 billion [2]. - The stock component is subject to a collar based on Netflix's 15-day volume weighted average price (VWAP), with specific share conversions depending on whether the VWAP falls below $97.91 or above $119.67 [2]. Governance Concerns - WBD insiders are set to receive significant benefits from change of control arrangements, raising concerns about the board's fiduciary duties to all shareholders [3]. - The transaction agreement imposes penalties on WBD for accepting competing bids, which may limit shareholder options and raise questions about the board's conduct [3].