Judge Rejects Paramount’s Push to Expedite Lawsuit in Warner Bros. Battle

A Delaware Chancery Court judge on Thursday, January 15, 2026, declined to fast track a lawsuit brought by David Ellison’s Paramount Skydance as it challenges Warner Bros. Discovery’s (WBD) handling of financial details tied to its acquisition deal with Netflix.

Vice Chancellor Morgan T. Zurn ruled from the bench that Paramount failed to show it would suffer irreparable harm as a WBD shareholder if the court did not order expedited disclosures.

“Paramount as a stockholder must suffer cognizable, irreparable harm. It has not identified any,” Zurn said at the conclusion of a morning hearing.

The legal question, Zurn clarified, was focused on whether Paramount itself, specifically in its capacity as a WBD shareholder, would be harmed by the timing of disclosures.

“Paramount itself is not making any decision based” on Warner Bros. Discovery disclosures, Zurn said. “Paramount itself was not misled.”

In a statement following the ruling, Paramount said the decision “was based on Paramount’s standing and does not pertain to the merits of Paramount’s claim.” The company argued that WBD shareholders still need additional information to make an informed decision.

“WBD shareholders need the information on the WBD Board’s evaluation of the Global Networks stub equity and the ‘risk adjustments’ performed on Paramount’s offer,” the statement said. “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.”

Paramount filed its lawsuit on Monday, January 12, 2026, aiming to force WBD to reveal how it is valuing Discovery Global within the broader Netflix deal, including details on the amount of debt WBD plans to transfer to Discovery Global.

WBD took a sharply different view, calling the lawsuit a distraction.

“[The] lawsuit by Paramount Skydance was yet another unserious attempt to distract and the Judge saw right through it,” WBD said in a statement. “We 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. Despite its multiple opportunities, Paramount Skydance continues to propose a transaction that our board unanimously concluded is not superior to the merger agreement with Netflix.”

During the hearing, WBD attorney Ryan McLeod of Watchtell Lipton argued that Paramount’s real objective was to wrest control of WBD, not to protect shareholders from harm.

“[Paramount] seeks the court’s 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’s harm is risk that Warner Bros. Discovery shareholders will not tender their shares immediately for a deal that may not close for 18 months.”

In its motion for an expedited trial, Paramount stated, “There is a live investment recommendation, and stockholders are being asked to tender their shares now,” noting that its tender offer expires on January 21, 2026.

In a court filing Wednesday opposing Paramount’s request for a fast-tracked trial, WBD characterized the motion as “an exercise in urgency theatre—ringing a fire alarm in the absence of any flames or even smoke.” WBD pointed out that Paramount itself set the January 21 deadline for its hostile takeover bid and emphasized that Paramount “has the unilateral and unfettered ability to extend that expiration, and it admits that this offer is neither its ‘best and final’ nor even possible of closing any time this year. No other urgency is identified, and none exists.”

Paramount’s tender deadline has already been extended once, and its counsel acknowledged at Thursday’s hearing that it will be extended again but did not specify a new date.

The court decision comes as Paramount ramps up its push to acquire WBD, even after losing a high-stakes bidding battle to Netflix in December 2025. On Monday, alongside filing the lawsuit, Paramount announced plans to pursue changes to WBD’s bylaws at the 2026 shareholder meeting. Those changes would require shareholder approval for any Global Networks separation. Paramount also warned that if WBD holds a special meeting before then to vote on the Netflix transaction, it will “solicit proxies against such approval.”

Paramount has offered $30 per share in cash for Warner Bros. Discovery, valuing the company at $77.9 billion in equity and $108.4 billion in enterprise value. Its proposal would acquire the entire company, including cable networks, the studio, and streaming operations.

By contrast, Netflix’s pending deal targets only WBD’s studio and streaming assets, valuing them at $27.75 per share, with an equity value of $72 billion and an enterprise value of $82.7 billion. That deal consists of $23.25 in cash and $4.50 in Netflix common stock; however, Netflix is reportedly revisiting the structure of its bid to make it entirely cash.

WBD has repeatedly rejected Paramount’s offers. In a recent letter to shareholders, the company warned that Paramount’s proposal would amount to the largest leveraged buyout in history and could saddle the combined company with roughly $87 billion in post-acquisition debt. WBD has said Netflix’s offer delivers greater value with less execution risk, citing Netflix’s investment-grade balance sheet and strong credit profile.

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