A Delaware judge has refused to put Paramount Skydance’s lawsuit on the fast lane, dealing a setback to the media company’s effort to pry open more details about Warner Bros Discovery’s preference for a proposed Netflix deal.
At the center of the dispute is Paramount’s demand that Warner Bros more fully explain why it chose Netflix’s $82.7 billion cash-and-stock proposal over Paramount’s own higher-priced, all-cash hostile bid valued at about $108.7 billion. Paramount wanted the court to accelerate proceedings so Warner Bros shareholders could weigh both options before Paramount’s tender offer expires.
The judge was not persuaded. The court found that Paramount failed to demonstrate any immediate or irreparable harm from the disclosures it claims are missing, particularly regarding Warner Bros’ cable television assets, which are not included in the Netflix transaction. The ruling also noted that Paramount has other avenues to obtain financial information and that its unsuccessful tender offer does not, by itself, justify emergency court intervention.
Paramount signaled it will not back down. In a statement, the company said it will continue pressing for additional transparency, arguing that Warner Bros shareholders deserve fuller insight into what the board is doing behind closed doors.
Warner Bros, by contrast, dismissed the lawsuit as a distraction, saying the court recognized it for what it was. Netflix did not comment.
The legal clash is part of a broader pressure campaign by Paramount, led by David Ellison, to force Warner Bros to engage with its bid. Warner Bros controls major film and television studios, owns HBO, and holds a deep catalog of franchises including Harry Potter and DC Comics—assets Paramount believes are undervalued in the Netflix deal.
Paramount had asked the court to move quickly so shareholders could decide whether to accept its $30-per-share cash offer instead of Netflix’s lower upfront bid for Warner Bros’ studio and streaming operations. Warner Bros argued the request was premature, saying detailed financial disclosures would come later, when shareholders are formally asked to approve the Netflix transaction. No such vote has yet been scheduled, and Paramount is widely expected to extend its tender offer beyond its current deadline.
During the hearing, Warner Bros’ counsel likened the situation to an unfinished film, arguing it made little sense for the court to intervene before the full picture is available.
Beyond the courtroom, Paramount is escalating its strategy. It has announced plans to nominate its own slate of directors to Warner Bros’ board and has proposed changes to the company’s bylaws that would require shareholder approval before spinning off the cable TV division, which includes networks such as CNN and Food Network.
Paramount’s lawyers accused Warner Bros’ board of acting as though the tender offer does not exist, clearing the path for the Netflix deal. Warner Bros countered that it is not withholding material information and said the urgency Paramount claims is largely self-inflicted.
Warner Bros also argued that the takeover contest is effectively over, saying the bidding process concluded last year and that Paramount came up short. Even if Paramount persists, the company warned that regulatory approvals alone could stretch any transaction well into the future.
For now, the judge’s decision keeps the pace slow—and leaves Paramount to pursue its fight through boardroom maneuvers and a longer legal road, rather than a court-ordered sprint.
