WILMINGTON, Del., Jan 17, 2026, 17:10 (EST)
- Delaware judge rejects Paramount Skydance’s request to accelerate Warner disclosure demands
- Paramount indicates it will push its tender offer beyond Jan. 21 while preparing a boardroom contest
- Netflix’s Warner plan casts a shadow over the upcoming earnings call, with investors pushing for more clarity on the deal
A Delaware judge declined to fast-track Paramount Skydance’s attempt to access Warner Bros Discovery’s disclosures amid the battle over Netflix’s $82.7 billion takeover bid. Vice Chancellor Morgan Zurn ruled Paramount failed to prove “cognizable irreparable harm.” A lawyer for Warner argued, “This movie is still being shot.” Paramount insisted shareholders should question why the board is “working so hard to hide this information,” while Warner’s team fired back, “The auction ended last year, and Paramount lost.” 1
The ruling comes just ahead of Paramount’s Jan. 21 deadline for its tender offer—a direct appeal to shareholders to sell their shares—and as it gears up for a proxy fight to secure board seats by rallying shareholder votes. Paramount is set to extend the tender offer and is preparing for a board battle, with the nomination window expected to open next month, according to the Wall Street Journal. 2
The dispute centers on the value of Warner’s cable networks, including CNN—assets Paramount wants but Netflix does not. Paramount pushed for expedited discovery, aiming to speed up evidence gathering. But Zurn ruled the bidder “was not misled by any omissions,” while Warner’s lawyers insisted there was “zero emergency” to disclose network valuations now. Paramount Skydance CEO David Ellison is offering $30 a share in cash for all of Warner. That contrasts with Netflix’s $27.75 a share cash-and-stock bid for Warner’s studio and HBO units. Warner has already turned down eight earlier offers, according to 6 .
Warner’s board didn’t mince words. Chair Samuel A. Di Piazza, Jr. said Paramount’s bid “remains inferior to our merger agreement with Netflix” in a Jan. 7 statement pushing shareholders to turn down the tender offer. Warner’s release detailed the Netflix deal, which combines cash, Netflix shares, and a separate stake in a global networks business. 3
Netflix’s quarterly earnings on Tuesday are expected to be dominated by questions around its Warner deal. Paolo Pescatore, an analyst at PP Foresight, said, “The earnings will be overshadowed by what Netflix says about the deal.” The company has said the acquisition would bring franchises like “Game of Thrones” and “Harry Potter” under its roof, creating a streaming giant with roughly 428 million subscribers. This comes as its dispute with Paramount continues and regulators in the US and Europe scrutinize the merger. 4
The judge’s order gives Warner some breathing room. For Paramount, though, the battle shifts to investors and the nitty-gritty of corporate governance—where a narrow margin of support can outweigh any courtroom victory.
The takeover battle also exposes a divide within the U.S. media sector. Legacy cable channels generate steady cash, yet declining subscribers force buyers to be choosy. Meanwhile, competitors such as Disney and Comcast have spent years juggling the decline of pay-TV with the hefty price tag of streaming expansion.
Britain’s culture minister Lisa Nandy met with Paramount Skydance CEO Ellison in London on Thursday to talk about challenges facing the UK film and TV industry, a source told Reuters. The discussion coincided with the Delaware ruling, as the dispute grows increasingly public and political. 5
The court order focused on timing, not the core issues, leaving open the possibility of a prolonged legal battle that might push for more disclosure before Warner puts the deal to shareholders. Both deals also face the threat of a lengthy antitrust review, and a hostile bid could lose steam if investors question the price, the financing, or the chances of closing.
Warner still calls the shots on timing. Paramount must make its case to the market, as Netflix works to reassure investors it can acquire a Hollywood studio without running afoul of regulators.
