New York Post·2026-01-12 17:43Core Viewpoint - Paramount Skydance has escalated its hostile bid for Warner Bros. Discovery (WBD) by launching a proxy fight for board control and filing a lawsuit in Delaware to enforce engagement regarding its $30-per-share all-cash offer, which it claims is financially superior to WBD's $72 billion deal with Netflix [1][4]. Group 1: Bid and Strategy - Paramount Skydance has accused WBD's board of breaching fiduciary duties by refusing to engage with its proposal while supporting the Netflix deal [1][5]. - The company has adopted a "Plan D" strategy, focusing on highlighting regulatory, financing, and valuation risks associated with Netflix's bid rather than increasing its own offer [2][4]. - Paramount argues that the WBD-Netflix transaction may face significant antitrust scrutiny and that the value of the stock portion is declining, with a potential cable spinoff worth little more than $1 per share for WBD investors [4]. Group 2: Legal Actions and Financial Disclosures - Paramount has filed a lawsuit seeking to compel WBD to disclose detailed financial analyses that justify its recommendation of the Netflix deal, including how the deal was valued and the implications of debt allocations on shareholder payouts [6][7]. - The lawsuit emphasizes that Delaware law mandates WBD's board to provide comprehensive financial analyses when presenting competing bids to shareholders, asserting that informed decisions cannot be made without this information [8]. - Paramount's CEO expressed confusion over WBD's lack of response to their offer and criticized the board for providing vague reasons for favoring the Netflix transaction over their bid [6].