Paramount Skydance has escalated tensions in the Hollywood dealmaking landscape, formally questioning the “fairness and adequacy” of Warner Bros. Discovery’s ongoing sale process. In a sharply worded letter sent to WBD CEO David Zaslav and reviewed by CNBC, Paramount alleges that WBD has strayed from its fiduciary responsibilities by pursuing a process that appears shaped to favor a single bidder. The dispute comes as WBD evaluates second-round offers from Paramount, Netflix and Comcast, marking one of the most consequential strategic crossroads in the media industry in years.

Paramount Challenges Neutrality of the Sale Process
Paramount’s letter argues that WBD’s process, which officially began in October, appears neither impartial nor competitive. Attorneys from Quinn Emanuel claim that “media reporting and otherwise” suggest WBD management has gravitated toward a predetermined outcome favoring Netflix. Sources familiar with the matter say Netflix has submitted a largely cash-based bid, and all three remaining bidders increased their offers in the second round. Paramount, however, is the only company to have offered to acquire all of WBD — including HBO Max, Warner Bros. studio and the Turner cable networks — submitting three proposals before the sale process officially launched. Its final pre-process bid valued WBD shares at $23.50 each, but WBD rejected all three offers.

Paramount argues that its engagement with WBD has been met with resistance rather than cooperation, and that CEO David Zaslav has demonstrated long-standing skepticism about a merger with Paramount. Multiple individuals familiar with the negotiations told CNBC that Zaslav has for months expressed a preference for potential deals with Amazon or Netflix, especially relating to HBO Max and the Warner Bros. studio. Paramount’s letter specifically asks whether reports of strong “chemistry” between WBD and Netflix leadership are accurate.

Calls for an Independent Committee to Oversee the Sale
In a significant escalation, Paramount is demanding that WBD form an independent special committee composed of disinterested directors to oversee the evaluation of bids. According to the letter, such a committee would be necessary “to ensure the fairness and unimpeachability of the transaction process and to maximize the value of whatever outcome WBD determines to pursue.” Paramount suggests that failure to establish such oversight risks undermining shareholder confidence and violating governance norms for a company of WBD’s scale and complexity.

WBD has acknowledged receipt of the letter and said it would circulate it to the board of directors. In its response, the company emphasized that the board “attends to its fiduciary obligations with the utmost care” and has acted fully within those duties. Still, the dispute highlights the unusual dynamics of this sale process, as WBD simultaneously weighs a full-company sale and asset-level transactions involving its most valuable units. Before entering the formal sale process, WBD had already begun evaluating a corporate split between its studio-streaming operations and its legacy cable networks business.

Strategic Stakes Rise as Bidders Position for Control
For Paramount, the contest is not merely about acquiring WBD assets—it is about preventing structural outcomes that could reshape the competitive landscape against its interests. Netflix and Comcast are reportedly only pursuing the streaming and studio businesses, leaving WBD’s cable networks to be spun off under CFO Gunnar Wiedenfels. Paramount fears that if WBD leadership prefers buyers aligned with a strategic breakup of the company, the board may undervalue Paramount’s full-company offer.

The dispute also underscores broader industry pressures: consolidation continues to accelerate as streaming economics tighten, legacy asset portfolios shrink and debt loads weigh heavily on major players. WBD, in particular, is navigating a significant leverage burden after the 2022 merger that created the company. For bidders, the sale represents one of the few remaining opportunities to secure premium content libraries, large-scale streaming platforms and high-value intellectual property.

Future Outlook
As the process moves into its critical next phase, scrutiny over governance, transparency and strategic alignment will intensify. Should WBD decline to form an independent oversight committee, investor concerns may grow and rival bidders could raise questions about the legitimacy of the process. If the board does move to add layers of independent review, it could slow negotiations but enhance credibility. With Netflix, Comcast and Paramount all still in contention, and with pressure mounting on WBD’s leadership, the outcome will shape the competitive structure of Hollywood for years to come.