CNBC's David Faber reports on the latest news from Warner Bros. Discovery.

Paramount has filed a lawsuit in Delaware court against Warner Bros. Discovery, alleging insufficient disclosure regarding the valuation of global networks and the risk assessment of a $30 per share all-cash offer. Alongside the legal action, Paramount is seeking to nominate directors to Warner Bros.' board and introduce a bylaw requiring a shareholder vote on any company split, aiming to increase pressure on the board amid a competing bid from Netflix.

Despite these moves, Paramount has not raised its bid, maintaining that its offer is superior in both value and certainty compared to the Netflix proposal. The dispute is expected to be resolved through a shareholder vote, with the outcome likely to be determined in the coming months.

Paramount files lawsuit against Warner Bros. Discovery

Guys, I did want to just add breaking news that we have involving, what else, the fight over Warner Bros. discovery. It's now moving to the courts, not perhaps unexpected, but also perhaps a reflection of the frustration that Paramount feels, and that it is not choosing to raise its bid in any significant way, or any way at all, I should say, but instead now challenging Warner Bros. board of directors both in Delaware court and going to also nominate directors for that board and a few other things, and a statement out along with this filing of a lawsuit in Delaware can tell you a few of the following things. They've given advance notice for Warner Bros. 2026 annual meeting. That opens just in a few weeks. They will nominate a slate of directors who they want basically to exercise the rights under the Netflix agreement to engage on Paramount's offer. Now, what does this really mean? Well, probably not much of anything because a shareholder vote would likely take place prior to the annual meeting of Warner Bros., but it is a way to continue to apply pressure. It is a way to say, hey, if you thought about delaying this shareholder vote, well, we're going to nominate for the annual meeting and for that as well to continue to put pressure. They also want to have a bylaw that says you have to have a vote on the split of the company itself. Again, something that they, again, is designed to apply pressure as you take a look at Warner Bros. shares. And what they are suing for in Delaware court, well, comes back to what they claim has been a failure on Warner Bros. part to include any disclosures about how it values global networks. Remember the stub there in its 14D9? And what the basis is for its risk adjustment of the $30 per share all cash offer as well, which involves perhaps if you needed to a reduction of the overall debt at global networks that would then be a reduction in the overall Netflix bid. But of course, less debt at global networks could be described as a positive there, so conceivably would result in a higher stock price. Let me just give you a quick takeaway here, guys, on this before we move on, which is simply they've gone to the courts now in Delaware. They're nominating for the board of directors. They're seeking a bylaw to get a shareholder vote on the split itself. They're applying pressure in different ways because they feel as though they had been disfavored throughout this process, whether right or wrong in that contention. And I certainly have my reservations about that. But it is not a raised bid. And you know, in many ways, I do wonder whether they feel as though in the paramount camp clearly that it doesn't matter. Whatever they were going to do would not be leading to a potentially superior offer or at least the opportunity to talk about that with the board. It's not clear to me that that really is the case or that in any way the CEO is entrenched or that they really do favor the Netflix bid beyond reason in terms of it being a much larger company and a higher market cap and not straightjacketing them with certain covenants and on and on from there. I'm happy to go into more detail on it, Jim. But right now, you know, the idea that Larry Ellison's got to come back with another $10 billion to add to the equity that he's providing already, $40.4 billion, because frankly, even though the debt is there from the banks, I don't think they're going to increase that debt load based on what I've heard. Right now, we're not seeing that. We're now seeing lawsuits and potentially board fights and nominees, although, again, that may not actually happen, given you're going to have a shareholder vote most likely on the Netflix deal prior to any annual meeting at Warner Brothers. Yeah, David's curious. I listened to your excellent interviews with the chairman. We know where the CEO is, David Zaslav. This is not the way to get the job done. It's kind of a big waste of time and a lot of attorney's fees for Paramount. David, isn't it ironic that there is a price that you could pay and Netflix has to lose and yet they won't pay it? Well, they've chosen not to because they feel that $30 a share, all cash for the entire company is superior in value and certainty. Certainty becomes an important component here overall, remember, than the $27.40 or so that the Netflix deal is currently worth, and then you add whatever the value is of the global networks business, which again, they are now suing to get more information around from Warner Brothers board. That's what they feel. And they're like, why would we bother going higher when we already have the superior bid on value and what they claim is certainty, Jim? I counter with, it's not clear to me that that is going to be the view of the Warner Brothers board. It certainly hasn't been so far. No, but you did find a guest who did come on and say that their bid was superior. I thought that that was indicative of the, there might be some people who believe, yeah, without a doubt. And all of it may come down to a shareholder vote many, many, many months from now, guys. So Carl, what's the president's view? Yeah. Who's the president for? Do you like Netflix? By the way? It's an important question. You're right. It's an important question. As we know, this president involves himself in basically everything. And so do you get indicted? Do you get indicted if you keep going against him? I don't want to be indicted. Oh, okay. I'm just checking. I'm just checking where the justice department is.

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