In a dramatic escalation of the ongoing media mega-merger saga, Paramount Skydance has declared its intention to wage a proxy battle for control of Warner Bros. Discovery's board. This aggressive move, announced on Monday, January 12, 2026, is a direct effort to force through Paramount's unsolicited $77.9 billion offer to acquire the entire company, a bid that Warner's leadership has consistently rejected.
Proxy Battle and Legal Offensive Launched
Paramount confirmed its plan to nominate its own slate of director candidates at Warner's upcoming annual shareholder meeting. The window for nominations opens in three weeks. The company argues this step is necessary because the current Warner board has refused to engage with its superior proposal. Paramount claims that if elected, its nominees would fulfill their fiduciary duties to shareholders by seriously considering the Paramount offer.
Simultaneously, Paramount has filed a lawsuit against Warner Bros. Discovery. The legal action seeks to compel Warner to disclose more detailed information about its existing merger agreement with streaming giant Netflix. Paramount contends that shareholders need full transparency to compare the two competing deals effectively.
The Clash of Two Mega-Deals
The corporate battle hinges on two very different proposals for Warner's future. Paramount's hostile bid is valued at $77.9 billion and aims to purchase Warner in its entirety. This would include prized cable networks like CNN and TNT, the film and TV studios, the HBO brand, and the streaming business.
In contrast, the deal Warner's board currently favors is with Netflix. That agreement, worth $72 billion, is contingent on Warner first splitting itself into two separate publicly traded companies. Netflix would then acquire only the movie and TV studios, the HBO channel, and the related streaming assets, leaving the cable networks business as a standalone entity.
"WBD has provided increasingly novel reasons for avoiding a transaction with Paramount, but what it has never said, because it cannot, is that the Netflix transaction is financially superior to our actual offer," Paramount stated in its announcement. A spokesperson for Warner Bros. Discovery did not offer an immediate comment on the latest developments.
Strategic Maneuvers and Shareholder Pressure
Paramount's strategy involves multiple pressure points on Warner's board. The company revealed that Warner's Netflix agreement includes a clause allowing negotiations with a competing bidder after receiving a superior proposal. Paramount is leveraging this point to justify its continued pursuit.
Furthermore, Paramount announced it will propose an amendment to Warner's corporate bylaws during the annual meeting. This amendment would require shareholder approval for any plan to separate Warner's cable networks business, a core part of the Netflix deal structure. Paramount also warned that if Warner calls a special meeting before the annual gathering to seek a vote on the Netflix transaction, it will take action to try and halt that approval process.
This proxy fight sets the stage for a high-stakes showdown in the coming weeks, with the future of one of the world's largest media conglomerates hanging in the balance. The outcome will significantly reshape the global entertainment landscape, determining whether Warner remains on its path with Netflix or is forced into a union with Paramount.
