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Paramount fires back at Warner Bros. bid, launching proxy fight for board seats at annual meeting

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In a dramatic escalation of Hollywood’s latest takeover brawl, Paramount Skydance said Monday it will launch a proxy fight at Warner Bros. Discovery and sue in Delaware to pry loose more details about the company’s pending deal with Netflix—moves aimed at derailing that transaction and advancing its own hostile, all‑cash offer.

Paramount Skydance plans to nominate its own slate of directors for election at Warner Bros. Discovery’s 2026 annual meeting and to urge shareholders to vote against the Netflix agreement if WBD calls a special or early meeting to approve it. The strategy is designed to reshape the board that twice rejected Paramount’s bid and to rally investors behind a rival deal Ellison insists is superior on both value and risk.

“WBD has provided increasingly novel reasons for avoiding a transaction with Paramount, but what it has never said, because it cannot, is that the Netflix transaction is financially superior to our actual offer,” Paramount CEO David Ellison wrote in a letter to Warner shareholders.

At the same time, Paramount has filed a lawsuit in Delaware Chancery Court seeking to force Warner Bros. Discovery to disclose more information about how it valued the Netflix transaction and the planned spin-off of WBD’s global cable networks into a separate public company. Paramount argues that without those details—particularly around the treatment of debt and the board’s “risk adjustment” of its $30‑per‑share all‑cash proposal—investors cannot make an informed choice between the two competing paths.​

Competing visions for WBD

Under Paramount Skydance’s hostile bid, the Ellison‑led company is offering $30 in cash for every Warner Bros. Discovery share, seeking to acquire the entire company, including networks such as CNN and TNT, at a valuation of roughly $108 billion that contemplates assuming or addressing about $87 billion of WBD debt. Warner Bros. Discovery’s board has rejected that offer as inadequate and overly leveraged, arguing it is not “even comparable” to the Netflix proposal.​

Netflix, by contrast, has agreed to buy WBD’s film and television studios, HBO and HBO Max in a cash‑and‑stock deal valued at $27.75 per WBD share, implying about $72 billion in equity value and $82.7 billion in enterprise value, while leaving the legacy cable networks behind as a stand‑alone public company. Warner Bros. Discovery’s board has endorsed that transaction and urged shareholders to back it, positioning the Netflix tie‑up as a cleaner, lower‑risk way to reshape the company for the streaming era.​

What the proxy fight means for investors

A proxy contest would give Paramount an opportunity to ask Warner Bros. Discovery shareholders to oust some or all incumbent directors at the 2026 annual meeting and replace them with nominees more open to engaging on its offer. Paramount has said those directors, if elected, would “in accordance with their fiduciary duties” use WBD’s rights under the Netflix agreement to revisit its bid and potentially steer the company into a transaction with Paramount instead.​

If Warner Bros. Discovery convenes a shareholder vote on the Netflix deal before that meeting, Paramount has pledged to solicit proxies against approving the agreement, effectively turning the vote into an early referendum on which transaction shareholders prefer. Governance and investor‑relations experts say that dynamic shifts more of the leverage from the boardroom to the shareholder base, particularly if investors view the choice as a trade‑off between headline price and execution risk.​

A Netflix spokesperson declined to comment when contacted by Fortune.

Legal pressure on disclosure

In its Delaware complaint and in Ellison’s letter to WBD investors, Paramount contends that Warner Bros. Discovery has failed to provide the “customary” financial disclosure expected when a board recommends a transaction or issues a Schedule 14D‑9 response in the face of a competing tender offer. The suit says WBD has not spelled out how it valued the Netflix package versus the residual “stub” equity in the spun‑off networks, or how the purchase‑price adjustments for debt and other liabilities affect the real economics for shareholders.​

Ellison argues that Delaware law requires boards to give shareholders enough information to make fully informed investment decisions when they are asked to tender shares or vote on a deal, and that WBD has fallen short of that standard. Paramount is asking the court to compel Warner Bros. Discovery to fill in those gaps before Netflix’s offer period expires, which would give investors a clearer basis on which to compare the rival transactions.​

What’s next

Warner Bros. Discovery has so far stood by its endorsement of the Netflix transaction and has continued to reject Paramount’s advances, setting up what could be a prolonged fight stretching from the courtroom to the annual meeting. Paramount, for its part, is signaling that it and the Ellison family are prepared to stay in the fight, betting that more disclosure and mounting shareholder scrutiny will eventually tilt the balance in favor of its all‑cash bid.

This story was originally featured on Fortune.com



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Trump threatens to keep ‘too cute’ Exxon out of Venezuela after CEO provides reality check

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As other oil executives lavished President Trump with praise at the White House, Exxon Mobil CEO Darren Woods bluntly said the Venezuelan oil industry is currently “univestable,” and that major reforms are required before even considering committing the many billions of dollars required to revitalize the country’s dilapidated crude business.

Two days later, a miffed Trump told reporters Jan. 11 that he would “probably be inclined to keep Exxon out” of Venezuela. “I didn’t like their response. They’re playing too cute,” Trump said.

Woods, an Exxon lifer who succeeded Rex Tillerson as CEO in 2017 when his boss went to work for Trump, is a reserved but strong-spoken chief who has emerged as an unofficial industry spokesman as the leader of the world’s largest Big Oil giant.

But he’s inadvertently crossed swards with the president who wants U.S. Big Oil players to invest more than $100 billion in the Venezuelan oil sector—and to do it quickly.

“There was nobody to say anything, except Darren, and he’s eloquent as heck,” said Jim Wicklund, veteran oil analyst and managing director for PPHB energy investment firm, noting that Exxon stock most likely would have fallen if Woods had overcommitted to Venezuela.

“This is Trump’s problem. There’s no urgency by the industry at all to go back into Venezuela. And there’s almost no inducement other than guaranteeing profitability, which they can’t do,” Wicklund said. “You can sweeten the terms, but the political risk outweighs that variable by a factor of 10.

“We don’t need Venezuelan oil. It’s going to hurt everybody else (including U.S. producers) if we boost Venezuelan production because, right now, we’re awash in oil.”

But Trump also wants more oil to keep lowering prices because it means cheaper prices at the pump to help win the midterm elections.

Exxon and ConocoPhillips, specifically, had their Venezuelan oil assets expropriated by the government in 2007, costing them billions of dollars. Although Venezuela has the world’s largest proven oil reserves, its oil output has plunged to one-third of its volumes from the turn of the century because of mismanagement, labor strikes, and U.S. sanctions.

Trump has used the 2007 expropriations as a pretense for the shocking Jan. 3 military attack and arrest of leader Nicolás Maduro. Trump has repeatedly called the expropriations the largest theft in American history.

He called an impressive group of global oil executives to the White House on Jan. 9 to discuss how they will go into Venezuela, invest, and turn the industry around.

But Woods more than anyone put a damper on Trump’s enthusiasm to move fast and spend big. Woods promised to set a technical team to Venezuela within two weeks to assess the situation. But any major financial commitments would take much longer.

“The questions will ultimately be: How durable are the protections from a financial standpoint? What do the terms look like? What are the commercial frameworks, the legal frameworks?” Woods said. “All those things have to be put in place in order to make a decision to understand what your return will be over the next several decades for these billions of dollars of investment.”

Exxon did not respond to requests for comment Jan. 12, and the White House declined further comment.

Oil desires meet reality

Dan Pickering, founder of the Pickering Energy Partners consulting and research firm, said he expected “cheerleading” from the oil executives, and they “delivered in spades” except for Woods.

“If you only had to have one snippet about what’s actually going to happen, Exxon gave it to you,” Pickering said. “We could have hung up after that.”

The reality: More than doubling Venezuela’s current oil production likely would take until 2030 and cost about $110 billion, according to research firm Rystad Energy, while tripling back to levels from 2000 would take well over a decade and cost closer to $185 billion.

Exxon Mobil recently pioneered the oil industry offshore of Guyana, Venezuela’s southern neighbor, and it makes more sense to keep investing there than to move back into Venezuela, Wicklund said.

“If you have the choice of committing capital to another well in Guyana, an offshore well in Brazil, making an acquisition in the Permian basin, or spending $20 billion and waiting a couple of years to get an incremental drop of oil out of Venezuela, then it comes in last,” Wicklund said.

You must spend to rebuild the infrastructure in Venezuela long before it can return to profitability and, even though the oil is already discovered, it isn’t cheap to produce because the extra heavy grade of Venezuelan crude requires extra effort to get out of the ground. Diluent—essentially a very light oil—is needed to thin out and get the heavy crude to flow out of wells.

“You’re talking about having to bring in oil to get the oil out. It’s basically sludge,” Wicklund said.

Maybe Woods could have “sugarcoated” his message a bit more, but he did still promise boots on the ground quickly—just not money, Wicklund said.

“He may regret saying that today, but none of it would have changed reality.”

That said, Trump remains in a position of strength in Venezuela because controlling the oil can force the acting Venezuelan government to cooperate.

“The U.S. doesn’t need the oil, but it’s a perfect way to control Venezuela,” Wicklund said. “Why did you leave everybody in place? Stability. They all hate you, yes, but now Trump owns on the purse strings. It is kind of brilliant, and nature will take its course in the economics of the oil and gas industry.”



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Is Powell’s Fed head independence dead? It’s just one more diversionary Trump trick

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Is Powell’s Fed head independence dead? It’s just one more diversionary Trump trick | Fortune

Jeffrey Sonnenfeld is Lester Crown Professor of Leadership Practice at the Yale School of Management and founder of the Yale Chief Executive Leadership Institute. A leadership and governance scholar, he created the world’s first school for incumbent CEOs and he has advised five U.S. presidents across political parties. His latest book, Trump’s Ten Commandments, will be published by Simon & Schuster in March 2026. Stephen Henriques is a senior research fellow of the Yale Chief Executive Leadership Institute. He was a consultant at McKinsey & Company and a policy analyst for the governor of Connecticut.



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The alphabet soup of interpretations for today’s economy has lately landed on the letter “K” to describe the diverging ways inflation has impacted Americans: boom times for the asset-wealthy at the top, and a much more painful moment for those struggling to stay afloat amid rising prices for groceries and electricity.

The logic of the K-shaped economy has been used to explain why consumption has yet to dip towards recession levels. While low-income shoppers are cutting back on spending, high earners keep infusing the economy with their cash, fueled by stock and real estate gains. One estimate by Moody’s Analytics calculated last year that the top 10% of earners made up nearly half of all consumer spending.

Economists as well as Fed Chair Jerome Powell have said that model will be unsustainable in the long run, risking widening wealth inequality or a broader economic downturn if the wealthy are unable to maintain their spending habits.

But what if they can? Analysts have warned that a stock market slump could force high rollers to tighten their belts too, but some economists say there is reason to believe lavish spending will persevere. Many of the economy’s highest spenders fall relatively neatly into demographic age groups with predictable consumption habits. For them, there could yet be good times ahead.

Instead of K-shaped, a more useful way to break down the current economy would be by age groups, according to Ed Yardeni, president of Yardeni Research, who in a blog post last week described how he might interpret today’s divergence in spending.

“We believe that a better way to understand consumer resilience is to focus on what we call the ‘gen-shaped’ economy,”  the market veteran wrote.

The highest spenders today are the 76 million baby boomers who made out the best from appreciating asset prices over the past few years. Meanwhile, Gen Zers and millennials are relatively new to the labor force. A high youth unemployment rate, tight labor market for junior roles, and mounting student loan and credit card debt mean many younger Americans are struggling financially, Yardeni explained, and likely account for much of the spending slowdown at the bottom end of the K.

Baby boomers might be leaving their healthy paychecks behind as they retire in greater numbers, but they depart the workforce as the wealthiest generation in history, with a net worth of around $85.4 trillion, he added. While younger Americans struggle to buy their first home or break into the stock market, boomers retain their tight grip on assets. Because of their deep pockets in savings, Yardeni expects boomers to keep up their spending well into retirement.

Gen Z and millennials will have to wait until later in their career to dream of having similar net worths. In the meantime, Yardeni wrote, many are likely to continue receiving financial support from their well-off parents. 

Younger Americans do eventually stand to inherit much of the wealth baby boomers have accumulated. The so-called “Great Wealth Transfer” could be worth as much as $124 trillion, with nearly $300 billion inherited last year alone. But this mass inheritance will take time to play out in its entirety, with some analysts estimating Gen Z and millennials will continue receiving these funds until 2048. 

To be sure, the wealth transfer will be contested between widows and charities as well as children, and not all younger Americans are likely to receive enough financial support from their parents to compete in today’s economy with many struggling to afford a home. 

But for now, there are few signs of sunsetting for baby boomers’ amassed wealth. In 2023, more than half of corporate equities and mutual fund shares were in the generation’s hands. 

“Baby boomers can’t possibly spend all this, so some of this is going to flow down,” Yardeni said in a video last week discussing the gen-shaped economy.



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