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Paramount has failed in its effort to quickly force Warner Bros. Discovery to disclose more details about how it evaluated Netflix's takeover proposal, dealing a setback to the David Ellison-led company as it prepares for a proxy fight.
A Delaware judge on Thursday rejected Paramount's request to expedite its lawsuit, which seeks expanded disclosures explaining why Warner Bros. Discovery concluded that Netflix's bid was superior. Vice Chancellor Morgan Zurn of the Delaware Chancery Court ruled that Paramount had not demonstrated it would suffer irreparable harm if the information was not released on an accelerated timeline.
The decision comes as Paramount ramps up pressure on Warner Bros. Discovery's board, hoping greater transparency would bolster its argument that its own proposal deserves closer consideration. Ellison has argued that compelling the company to "show its work" would allow shareholders to better assess how competing offers were weighed.
Warner Bros. Discovery has already rejected Paramount's $108.7 billion hostile bid and is moving forward with a Netflix offer valued at $82.7 billion in cash and stock. While Paramount's bid carries a higher headline valuation, analysts widely expect Netflix to revise its proposal to smooth regulatory concerns and speed the deal as major investors signal support.
Earlier this week, Paramount filed a breach of fiduciary duty lawsuit accusing Warner Bros. Discovery's board of failing to provide adequate disclosure around key assumptions, including how it evaluated so-called Global Networks stub equity and applied risk adjustments to Paramount's offer. The company sought to fast track the case before its bid expires on Jan. 21.
In a statement following the ruling, Paramount said the judge's decision did not address the substance of its claims. It argued that shareholders still lack critical information needed to make an informed choice and questioned why the board was resisting disclosure.
Warner Bros. Discovery, in its own response, dismissed the lawsuit as a distraction. The company said the court recognized the weakness of Paramount's arguments and reaffirmed that the Netflix deal offers stronger strategic alignment and less regulatory uncertainty.
With the judge declining to intervene quickly, Paramount faces an uphill battle. Its legal challenge was designed to sway investors or pressure Warner Bros. Discovery into engagement, but time is tightening for now ahead.
