Paramount is no longer content to lob offers from the outside in its hostile pursuit of Warner Bros Discovery. Its next move is to try to rewire power from within, stacking the Warner Bros board with its own nominees and turning a takeover battle into a fight over who actually runs the company. The strategy raises the stakes for shareholders, regulators and rivals as control of one of Hollywood’s biggest studios becomes a proxy for the future of streaming and legacy cable.
The tender offer that set up a boardroom war
The current showdown began with cash, not directors. Paramount launched an all-cash tender offer for Warner Bros Discovery, pitching itself as the cleaner, more certain alternative to a complex restructuring plan already in motion at Warner Bros. That bid was quickly framed as hostile, and it put the existing Warner Bros leadership on the defensive, forcing the company to explain why staying independent, or pursuing its own deals, would be better than taking Paramount’s money.
Warner Bros Discovery responded through its own corporate channels, with the DISCOVERY BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS SHAREHOLDERS REJECT AMENDED PARAMOUNT TENDER OFFER language spelling out just how unwelcome the approach was. In that statement, the DISCOVERY BOARD OF DIRECTORS said it UNANIMOUSLY RECOMMENDS that SHAREHOLDERS turn down the revised proposal from Paramount, arguing that the offer undervalues Warner Bros Discovery and carries execution risk compared with the company’s existing strategy, including a planned spin-off announced in early December, according to DISCOVERY.
Why Paramount is targeting the Warner Bros board
Once it became clear that the incumbent directors would not engage on price, Paramount shifted tactics from persuasion to replacement. The company’s next step is to try to build a Warner Bros board of its own making, using the annual meeting to nominate a rival slate of directors who are more open to its bid. In practical terms, that means turning a takeover into a proxy contest, where the real question is not just what Warner Bros is worth, but who gets to decide.
Paramount has already signaled that it wants to use this new board to block a major strategic move by Warner Bros Discovery, the proposed sale of its global streaming service to Netflix. Reporting indicates that Paramount intends to nominate directors to the Warner Bros board who will vote against that Netflix deal and instead support its cash offer, a plan that has been described as Paramount’s next target in its hostile takeover bid, focused squarely on the board rather than the company or its shareholders, according to Paramount.
The Netflix deal and the bylaw squeeze
At the heart of this governance fight is Warner Bros Discovery’s agreement to sell its global streaming business to Netflix for a reported 72 billion dollars, a transaction that would reshape the company’s balance sheet and its role in the streaming wars. Paramount argues that this sale, combined with a planned spin-off of certain assets, would leave Warner Bros shareholders with a riskier, more fragmented company than if they simply accepted an all-cash takeover. From Paramount’s perspective, stopping the Netflix deal is as important as winning the tender offer itself.
To do that, Paramount is not just nominating directors, it is also trying to change the rules. The company has said it intends to propose an amendment to WBD’s bylaws that would require shareholder approval for the proposed spin-off of the global streaming business, which was agreed in December, effectively giving investors a direct veto over the Netflix transaction, according to WBD. In parallel, Paramount Skydance is suing Warner Bros Discovery for more details on that Netflix deal, seeking information on how the transaction would affect key franchises like the DC Comics universe and whether it unfairly disadvantages Paramount’s competing offer, according to Paramount Skydance.
Ellison’s proxy fight and Warner Bros Discovery’s pushback
The legal and governance offensive is being driven by Paramount Skydance chief executive David Ellison, who has written directly to WBD shareholders to lay out his case. In that letter, Ellison argued that Paramount’s 30 dollars per share cash offer is superior to the Netflix transaction and the planned spin-off, and he warned that the current Warner Bros Discovery board is locking investors into a worse outcome. He also informed WBD shareholders that Paramount intends to nominate directors for election to WBD’s board at the coming annual meeting, explicitly tying those nominees to a vote against the sale of the streaming business to Netflix for 72 billion dollars, according to Ellison.
Warner Bros Discovery has not taken this escalation quietly. The company has called Paramount’s lawsuit against WBD’s board meritless and has framed the proxy push as an attempt to strong-arm shareholders into accepting a lower-value deal. In its response, WBD emphasized that Paramount’s 30 dollars per share offer undervalues the company and that the Netflix transaction, combined with the spin-off, offers better long-term value, while also noting that Paramount on Monday formally announced plans to nominate a rival slate of directors for election to WBD’s board, according to WBD. The clash sets up a stark choice for investors between Ellison’s cash-out now and the incumbent board’s bet on a reshaped, Netflix-partnered future.
How the proxy contest could reshape Hollywood power
For shareholders, the proxy contest is not just a procedural skirmish, it is the mechanism that will decide whether Paramount’s hostile bid succeeds. A proxy fight would give Paramount an opportunity to ask Warner Bros Discovery shareholders to oust some or all incumbent directors and replace them with its own nominees, effectively turning the annual meeting into a referendum on the company’s strategy, according to Warner Bros. If Paramount wins enough seats, it could halt the Netflix deal, unwind the planned spin-off and push Warner Bros Discovery to accept its 30 dollars per share offer, consolidating two major studios under one roof.
Paramount has already laid out how far it is willing to go. The company has said that the shares in Discovery Global, the entity that would hold spun-off cable assets, are essentially worth nothing and insists its all-cash offer is better for investors than a structure that leaves them holding what it describes as stranded legacy businesses, according to Discovery Global. On January 12, 2026, Paramount Skydance Corporation informed Warner Bros Discovery shareholders of its plan to deliver a full slate of director nominees and to solicit votes against approval of the Netflix transaction so that investors can make a direct choice on which offer is better, according to Paramount Skydance Corporation. In a separate filing, WBD noted that the suit, and a letter to WBD shareholders by Paramount Skydance chief executive David Ellison, are the latest moves in a saga spanning corporate law, streaming strategy and investor activism, underscoring how deeply this battle reaches into both business and financial matters, according to WBD.
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Grant Mercer covers market dynamics, business trends, and the economic forces driving growth across industries. His analysis connects macro movements with real-world implications for investors, entrepreneurs, and professionals. Through his work at The Daily Overview, Grant helps readers understand how markets function and where opportunities may emerge.
