{"id":518377,"date":"2026-01-15T17:10:10","date_gmt":"2026-01-15T17:10:10","guid":{"rendered":"https:\/\/www.europesays.com\/us\/518377\/"},"modified":"2026-01-15T17:10:10","modified_gmt":"2026-01-15T17:10:10","slug":"judge-declines-to-fast-track-paramount-suit-amid-warner-merger-fight","status":"publish","type":"post","link":"https:\/\/www.europesays.com\/us\/518377\/","title":{"rendered":"Judge Declines To Fast Track Paramount Suit Amid Warner Merger Fight"},"content":{"rendered":"

\n\tA Delaware Chancery Court judge ruled today that Paramount<\/a> has not identified any \u201cirreparable harm\u201d to itself as a Warner Bros. Discovery<\/a> shareholder that would justify expedited disclosure as it pursues a hostile tender offer for the media giant.<\/p>\n

\n\t\u201cParamount as a stockholder must suffer cognizable, irreparable harm. It has not identified any,\u201d Chancellor Morgant T. Zurn said from the bench at the conclusion of a hearing this morning.<\/p>\n

\n\tIn a statement after the decision, Paramount said the ruling \u201cwas based on Paramount\u2019s standing and does not pertain to the merits of Paramount\u2019s claim.\u201d<\/p>\n

\n\tIn a dueling statement, WBD said \u201cthe lawsuit by Paramount Skydance was yet another unserious attempt to distract and the Judge saw right through it.\u201d\u00a0<\/p>\n

\n\tParamount sued for expedited disclosure from WBD<\/a> related to the board\u2019s recommendation to shareholders not to tender their stock to Paramount. The David Ellison company insisted on urgency given a Jan. 21 deadline \u2014 set by Paramount itself \u2014 for stockholders to tender their shares as it seeks to derail WBD\u2019s agreement with Netflix<\/a>.<\/p>\n

\n\tThe tender deadline was extended once and Paramount\u2019s counsel acknowledged at the hearing today that it will be extended again but did not note the new date. The tender is not binding right now.<\/p>\n

\n\tSpecifically, Paramount wants details concerning the valuation of the Discovery Global spinoff, which it says is key information shareholders need to decide which offer is better and whether to tender their shares. <\/p>\n

\n\tWarner said it will be providing more robust disclosure in its upcoming Netflix merger proxy statement and that Paramount does not get to set that timeline.<\/p>\n

\n\tThe legal issue, clarified Chancellor Zurn, is whether Paramount itself, specifically as a Warner Bros. Discovery shareholder, would suffer harm if disclosures are not expedited. <\/p>\n

\n\t\u201cParamount itself is not making any decision based\u201d on Warner Bros. Discovery disclosures, the judge said. \u201cParamount itself was not misled.\u201d Paramount has other means to obtain the information besides an expedited proceeding and \u201cmust decide whether and how to improve its odds of success.\u201d<\/p>\n

\n\tParamount\u2019s statement said \u201cWBD shareholders need the information on the WBD Board\u2019s evaluation of the Global Networks stub equity and the \u201crisk adjustments\u201d performed on Paramount\u2019s offer to make an informed decision. WBD shareholders should ask why their Board is working so hard to hide this information. Paramount continues to urge WBD to make these disclosures so that WBD shareholders can make an informed decision.\u201d<\/p>\n

\n\tSaid WBD: \u201cWe are pleased a Delaware Court agreed with our belief and rejected the notion that this lawsuit needed special treatment and may have other serious flaws.\u00a0Despite its multiple opportunities, Paramount Skydance continues to propose a transaction that our board unanimously concluded is not superior to the merger agreement with Netflix.\u201d<\/p>\n

\n\tDuring the hearing, WBD attorney Ryan McLeod Of Watchtell Lipton argued that Paramount \u201cseeks the court\u2019s help to win control of Warner Bros. Discovery, which Paramount had every opportunity to do during a very lengthy sales process. Paramount had more time than any other bidder, during which time Paramount received more feedback than any other bidder. Paramount\u2019s harm is risk that Warner Bros. Discovery shareholders will not tender their shares immediately for a deal that may not close for 18 months.\u201d<\/p>\n

\n\t\u201cThe value of Global Networks is the delta between the two transactions,\u201d countered Paramount attorney Michael Barlow of Quinn Emanuel. \u201cOur goal is to get more information to the stockholders as quickly as possible.\u201d He said Para \u201cfully intends to extend the tender offer. We stand fully behind it.\u201d But, meanwhile, the WBD board should not be allowed \u201cto extend a breach of fiduciary duty.\u201d<\/p>\n

\n\tAlongside its foray into Delaware court, Paramount plans to propose an alternate slate of directors <\/a>for a vote at WBD\u2019s annual meeting, meaning a proxy fight. The window to start that process opens in about three weeks.<\/p>\n

\n\tParamount is offering $30 a share in cash for all of WBD. The Netflix deal is a mix of $23.25 a share in cash and $4.50 in Netflix stock for the plum studios and streaming assets. Linear television would be spun off to WBD shareholders as a new publicly traded company, Discovery Global. <\/p>\n

\n\tNetflix is considering shifting its offe<\/a>r to all-cash.<\/p>\n","protected":false},"excerpt":{"rendered":"A Delaware Chancery Court judge ruled today that Paramount has not identified any \u201cirreparable harm\u201d to itself as…\n","protected":false},"author":3,"featured_media":518378,"comment_status":"","ping_status":"","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[6],"tags":[64,4659,15329,67,132,68,27281],"class_list":{"0":"post-518377","1":"post","2":"type-post","3":"status-publish","4":"format-standard","5":"has-post-thumbnail","7":"category-business","8":"tag-business","9":"tag-netflix","10":"tag-paramount","11":"tag-united-states","12":"tag-unitedstates","13":"tag-us","14":"tag-warner-bros-discovery"},"share_on_mastodon":{"url":"https:\/\/pubeurope.com\/@us\/115900227408919813","error":""},"_links":{"self":[{"href":"https:\/\/www.europesays.com\/us\/wp-json\/wp\/v2\/posts\/518377","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.europesays.com\/us\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.europesays.com\/us\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.europesays.com\/us\/wp-json\/wp\/v2\/users\/3"}],"replies":[{"embeddable":true,"href":"https:\/\/www.europesays.com\/us\/wp-json\/wp\/v2\/comments?post=518377"}],"version-history":[{"count":0,"href":"https:\/\/www.europesays.com\/us\/wp-json\/wp\/v2\/posts\/518377\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.europesays.com\/us\/wp-json\/wp\/v2\/media\/518378"}],"wp:attachment":[{"href":"https:\/\/www.europesays.com\/us\/wp-json\/wp\/v2\/media?parent=518377"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.europesays.com\/us\/wp-json\/wp\/v2\/categories?post=518377"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.europesays.com\/us\/wp-json\/wp\/v2\/tags?post=518377"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}