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Paramount vs. Warner Bros.: Legal Battle Explained

Paramount vs. Warner Bros.: Legal Battle Explained

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Sean Gallagher
2026-01-12 15:54:00

Update: 5. After more rejection that honestly didn’t merit any updates here, we have the latest update in this saga. On January 12th, 2026, Paramount Skydance’s David Ellison confirmed he’s now suing Warner Bros. Discovery, seeking financial disclosure on the deal, which he argues WBD has not made available to shareholders, and also stated he’s planning on nominating Paramount-friendly members to the WBD board who will vote against the Netflix deal. You can read the full letter to WBD shareholders here.

Update 4: Warner Bros. Discovery have instructed shareholders to reject Paramount Skydance’s hostile bid for the company, putting an end to the company’s $108 billion bid for the famed Hollywood studio. It told shareholders that the $30/share deal was the inferior deal in the end, despite being a higher bid, as it carried far too many “risks and costs” to WBD. They cited the assets and liabilities that comprised the Paramount bid, which was comprised of numerous other backers from around the world, were a huge risk for them as they were not disclosed in the deal.

Paramount could, of course, raise its bid, something David Ellison has already suggested, but with Affinity pulling its support yesterday, one has to wonder where Paramount would get the capital to make the bid.

Samuel A. Di Piazza, chair of the board at WBB, issued this statement:

“Following a careful evaluation of Paramount’s recently launched tender offer, the Board concluded that the offer’s value is inadequate, with significant risks and costs imposed on our shareholders. This offer once again fails to address key concerns that we have consistently communicated to Paramount throughout our extensive engagement and review of their six previous proposals. We are confident that our merger with Netflix represents superior, more certain value for our shareholders and we look forward to delivering on the compelling benefits of our combination.”

CEO of WBD David Zaslav has stated to his staff that the regulatory process has already begun in terms of Netflix acquiring Warner Bros.

We’ll update you as this story continues to progress

Update 3: Jared Kushner’s Affinity has withdrawn its support for Paramount in its hostile bid for Netflix. This comes days after Tencent pulled its own support, citing national security concerns.

Update 2: Warner Bros. Discovery have said they will review the Paramount Skydance offer and provide an answer within 10 business days.

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Update 1: A few days after the initial excitement over the Netflix/Warner story had settled, Paramount Skydance have launched a hostile bid in an effort to prevent the streamer from acquiring the over 100-year-old Hollywood studio. The studio, headed by David Ellison, launched an all-cash bid for all of Warner Bros. Discovery. You’ll recall that the Netflix deal was only for Warner Bros. studio, HBO, and HBO Max, whereas this deal includes the likes of CNN, TNT, and Discovery in that offer. The Paramount deal is valued at $30 a share for all of the outstanding shares, which places the all-cash offer at $108.4 billion, including debt. Netflix’s deal is for $27.75 a share and a mix of cash and stock, making the Paramount deal roughly $18 billion higher. They even launched a press release to go with their offer, stating:

“Paramount’s strategically and financially compelling offer to WBD shareholders provides a superior alternative to the Netflix transaction, which offers inferior and uncertain value and exposes WBD shareholders to a protracted multi-jurisdictional regulatory clearance process with an uncertain outcome along with a complex and volatile mix of equity and cash.”

David Ellison also issued this statement on Monday morning:

WBD shareholders deserve an opportunity to consider our superior all-cash offer for their shares in the entire company. Our public offer, which is on the same terms we provided to the Warner Bros. Discovery Board of Directors in private, provides superior value, and a more certain and quicker path to completion. We believe the WBD Board of Directors is pursuing an inferior proposal which exposes shareholders to a mix of cash and stock, an uncertain future trading value of the Global Networks linear cable business and a challenging regulatory approval process. We are taking our offer directly to shareholders to give them the opportunity to act in their own best interests and maximize the value of their shares.”

The offer from Paramount is comprised of funds from Ellison’s father, Larry, who is the co-founder of Oracle, RedBirth Capital Partners, Affinity Partners, which was formed by Jared Kushner, Donald Trump’s son-in-law, as well as $24 billion from the wealth funds of Saudi Arabia, Qatar, and Abu Dhabi and $1 billion from Tencent, the mega Chinese company. Per Paramount’s deal, anyone from the wealth fund and Affinity forgoes any voting or board rights.

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Original story follows.

After three rounds of bidding, Netflix has come out as the winner to purchase Warner Bros. Discovery. The projected deal is certainly a landmark one, and one that will almost certainly change the Hollywood industry in one way, shape or form. With this deal, Netflix not only acquires the film studio Warner Bros and all its IP, including Harry Potter, The Lord of the Rings, and DC, but also HBO, HBO Max, which includes backlist titles like The Wire and Sopranos, as well as current shows like Task and House of the Dragon, and Warner Games, which includes Mortal Kombat andHogwarts Legacy.

[Credit: Warner Bros Discovery]

The streamer put in a deal worth $82.7billion, including debt, with 85% of the offer being in cash, which the streamer pulled from various loans. For weeks, Netflix has been going head-to-head with Comcast and Paramount Skydance to claim the rights to WBD. Now, the streamer enters conversations and the legal loopholes to acquire the Hollywood studio. The deal also includes a $5 billion breakup fee, where, should the deal fall apart for any reason due to Netflix, WBD will get paid, but there’s an approximate $3 billion fee owed to Netflix should WBD back down from the deal.

Netflix has signalled its intent to continue to allow Warner Bros. to maintain current operations, meaning releasing their films theatrically. Currently, the studio has a deal to release movies on the big screen up until 2029, so time will tell if the streamer elects to renew that deal, or absorb all of WB’s future releases onto its streamer.

[Credit: Warner Bros.]

On the acquisition, the following statements were issued:

This acquisition brings together two pioneering entertainment businesses, combining Netflix’s innovation, global reach and best-in-class streaming service with Warner Bros.’ century-long legacy of world-class storytelling. Beloved franchises, shows and movies such as The Big Bang Theory, The Sopranos, Game of Thrones, The Wizard of Oz and the DC Universe will join Netflix’s extensive portfolio including Wednesday, Money Heist, Bridgerton, Adolescence and Extraction, creating an extraordinary entertainment offering for audiences worldwide.”

“Our mission has always been to entertain the world. By combining Warner Bros.’ incredible library of shows and movies — from timeless classics like Casablanca and Citizen Kane to modern favorites like Harry Potter and Friends — with our culture-defining titles like Stranger Things, KPop Demon Hunters and Squid Game, we’ll be able to do that even better. Together, we can give audiences more of what they love and help define the next century of storytelling.”

When it comes to HBO and HBO Max, things get a bit more vague, as Netflix has stated that they’re thrilled to include the prestigious streamer’s catalogue into its own, but also signalled it would be keeping HBO Max alive in some capacity. In a statement, Netflix said, “By adding the deep film and TV libraries and HBO and HBO Max programming, Netflix members will have even more high-quality titles from which to choose. This also allows Netflix to optimize its plans for consumers, enhancing viewing options and expanding access to content.”

[Credit: HBO]

To me, that sounds a bit like what Disney+ is doing with FX and Hulu, keeping them as separate entities, but available on the streaming platform. I would expect a price hike that includes something like Netflix with HBO, based on their wording.

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The deal is expected to take 12-18 months to close, pending review, antitrust verification, and the wrath of David Ellison, whose Paramount bid lost and has already indicated he will be challenging the deal. The Director’s Guild and theatre owners also will be scheduling meetings with Netflix to voice their concern over the deal, for fears the purchase would hurt cinemas in the long run (and potentially physical media sales as well, a worry this buyer has). Netflix seem to be signalling there’s nothing to fear, but of course, actions speak louder than words, and those groups will need to be convinced, even as Netflix promises the deal will create more opportunities. The deal will also see the separation of WBD’s other assets into a different company, including branches such as CNN, HGTV, etc. This will be spun into Discovery Global, a new company not owned by Netflix. Expect that company in Q3 2026 and stay tuned here for more updates on this massive story.

With details from Variety, Variety, Deadline and The Wrap

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