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Paramount threatens WBD proxy battle

January 12, 2026

Paramount CEO David Ellison said his company has filed a suit against Warner Bros Discovery (WBD) seeking greater financial disclosure of the Netflix deal. Additionally, Ellison said his company plans to nominate its own slate of directors for WBD’s board who they believe would vote against the deal with Netflix.

WBD’s board rejected Paramount’s latest bid, which included a personal guarantee from Oracle founder Larry Ellison, saying that it still did not address all their concerns. WBD struck a deal with Netflix in December 2025 that would see the streamer acquire its TV and movie studios for $83 billion.

Ellison argues that WBD has failed to provide sufficient disclosures, including how it valued the overall Netflix transaction and the basis for the “risk adjustment” of Paramount’s offering. He’s trying to compel WBD to provide that information to its shareholders.

Ellison wrote that the [which bid] decision will likely come down to votes at the shareholder meeting. While he writes he does not know whether that will be at the WBD annual meeting or a special meeting, Paramount plans to nominate its own slate of directors. Additionally, Paramount “will propose an  Paramount will propose an amendment to WBD’s bylaws to require WBD shareholder approval for any separation of Global Networks.”

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