The Rookie Lawyer
26/01/2026
Reading time: 10 minutes
Before the 2010s, creating and distributing films followed a set path. Studios and producers would work with distributors to book films in cinemas for a set period and create a cultural buzz. The popularity and success of a film was, in part, marked by a high box office revenue. The ‘big five’ studios – so called because they dominated the golden age of film in the 1930s – reinforced their pre-eminence through a range of box office hits, and even smaller studios could make a name for themselves if they crafted something that struck a cultural (and financial) chord.
The rise of streaming giants, like Netflix and Amazon Prime, in the 2010s threatened – and continues to threaten – to upend this model, ushering in an unprecedented age of film and media where the theatre can be replaced by your couch and the screen by any one of your devices.
If you’ve read any news lately, you likely would’ve come across the Netflix/Paramount bidding war over Warner Bros Discovery. These names may not be unfamiliar to you – in fact, they're likely behind some of your favourite films and TV shows, including Harry Potter, Titanic and, most recently, KPop Demon Hunters. But a bidding war and acquisition concerning these three parties is about more than just expanding their portfolios: it has implications for the future of not only streaming, but also the film industry as a whole.
Whether you're a self-professed 'film bro' or someone entirely indifferent to the screen and stage, this acquisition – which could impact the future of film, media and culture – will likely affect us all. In this article, I'll explore the Netflix, Paramount and Warner Bros love triangle, as well as its implications across both commercial and artistic spheres.
One of the original big five studios, Warner Bros is the film giant behind titles like The Matrix, Scooby-Doo and Batman. It owns streaming platform HBO Max, as well as the cable networks CNN and Discovery – the latter of which was gained from a merger with WarnerMedia in April 2022 to form Warner Bros Disocvery. David Zaslav is the CEO of Warner Bros Discovery.
With more than 300 million streaming subscribers, Netflix is the largest streaming platform internationally.
While streaming is its main source of income – commanding a 20% share of the US streaming subscription market – it also has a production arm, responsible for titles like Squid Game. Its market value sits at around $430 billion.
It’s proposed to take Warner Bros film and TV studios, HBO network and the HBO Max streaming service, and its videogame intellectual property and developers (leaving out the Discovery component). The current co-CEOs of Netflix are Ted Sarandos and Greg Peters.
With 79.1 million streaming subscribers and a market value of $13.9 billion, Paramount's streaming presence may account for a smaller share of the market than Netflix, but it brings its historical legacy to the table. Boasting a blockbuster lineup, including Top Gun and The Godfather, it owns networks like CBS, MTV and Nickelodeon.
Unlike Netflix, it’s proposed to take all of Warner Bros Discovery, including Discovery.
The current Paramount CEO is David Ellison, son of Oracle co-founder Larry Ellison – the world's fifth-richest person.
The deal is yet to be concluded, but the events so far can be summarised through a series of hostile bids from Paramount and a (so far) $82.7 billion takeover proposal from Netflix. Netflix's deal has been accepted by the Warner Bros Discovery board and approved by its own board, but is yet to receive any regulatory approval – meaning the deal is far from over.
Given the size and significance of Warner Bros Discovery and its assets, other media companies, like Comcast, have naturally expressed interest in acquiring a slice of the pie. But so far, only Paramount and Netflix have made any real headway – so, in this section of the article, I'll focus mostly on them.
David Ellison completed the $8 billion takeover of Paramount Global, planned since July 2024. Not long afterwards, Paramount's board began to discuss plans to go after Warner Bros Discovery.
Paramount's board voted to make a bid for Warner Bros Discovery at $19 a share.
Ellison outlined the details of his bid to Zaslav and followed up the meeting with a letter outlining further details.
The Warner Bros Discovery board met to discuss the proposal, with some believing that the proposal significantly undervalued Warner Bros Discovery. This was included in a letter to Ellison, which stated that the board rejected Paramount's offer as “inadequate”.
Warner Bros Discovery continued with previous plans to separate the company into two publicly traded companies – one for streaming, and the other for sports, news and entertainment.
Ellison submitted a second unsolicited bid for Warner Bros Discovery, this time at $22 per share. Within this proposal, there was the added bonus of Zaslav being able to stay on as co-CEO and co-chair of the combined company.
Warner Bros Discovery board unanimously rejected Paramount's second bid.
Paramount's board then approved a third bid, this time at $23.50 a share, paying mostly in cash (with only 20% of the payment being in Paramount shares – compared to the first bid, which was 40% in shares). In keeping with the theme so far, Warner Bros Discovery board unanimously rejected the bid.
Then, Sarandos expressed Netflix's desire to acquire some of Warner Bros’ assets.
Warner Bros Discovery board of directors then opened the auction, telling prospective acquirers they could bid for the entire company or an assortment of its parts.
Around this time, more media companies (including Comcast and another undisclosed company) also expressed interest in the acquisition.
Variety reported that some Middle Eastern sovereign wealth funds were set to help Paramount buy Warner Bros Discovery. Paramount called this report inaccurate – although it was later revealed that three Middle Eastern royal families had agreed to contribute $24 billion to Paramount's bid.
Bidding round one
Paramount and Netflix submitted their first-round auction offers for Warner Bros. Paramount's offer was set at $25.50 a share, with 85% of the offer to be paid in cash. Netflix's offer was at $27 a share, with 81% in cash and the remaining 19% in Netflix shares.
Bidding round two
Netflix and Paramount (as well as other bidders) submitted detailed second-round offers.
Netflix improved its offer for the studios and HBO, while Paramount increased its offer to $26.50 a share, disclosing (for the first time) that the funding was coming from international investors. Among these investors were:
Additional contributions would be made by US President Donald Trump’s son-in-law Jared Kushner's private equity firm Affinity Partners as well as the Ellison family trust.
Paramount's proposed financing terms posed an issue for Zaslav, who told Ellison that the terms “would be challenging for the [Warner Bros] board to accept”. In a letter from Paramount's lawyers, Warner Bros was accused of favouring a single bidder – an allegation that it’s disputed.
Bidding round three
Netflix made its offer $27.75 per share, while Paramount boosted its offer to $30 a share and dropped Chinese firm Tencent as an investor. Paramount’s overall deal was valued at $108.4 billion.
That evening, the Warner Bros Discovery board approved the Netflix deal. Netflix's board unanimously approved its overall $82.7 billion acquisition of Warner Bros and the HBO assets, excluding the Discovery component.
Refusing to accept defeat, Paramount then made another offer – what’s called a 'hostile bid'; ’hostile’ because the target board (in this case, the Warner Bros Discovery board) doesn’t recommend or approve of it – of $30 per share. Kushner, whose private equity firm Affinity Partners had initially dedicated $200 million to Paramount's bid, withdrew his firm's support. The offer was, yet again, formally rejected: with the Warner Bros Discovery board concluding that the Netflix deal had more secure financing, compared to Paramount's more opaque financing.
In response to this perceived insecurity around Paramount's financing structure, Larry Ellison agreed to personally guarantee $40.4 billion in equity required for the takeover. Warner Bros, again, rejected Paramount's offer.
Netflix?
Paramount?
The film and entertainment industry?
The market?
The deal brings antitrust concerns. Regardless of which company acquires Warner Bros Discovery, both deals involve consolidation by a competitor and would raise antitrust concerns.
For Netflix, this acquisition could see it boast more than 400 million subscribers globally, furthering its influence over both content creation and distribution.
For Paramount, this acquisition would result in the consolidation of two major film studios and leading news organisations under the control of the same family.
A key consequence is the consolidation of decision-making power over production and distribution within one large conglomerate, leading to reduced market competition. However, when presenting their case to regulators, both companies are likely to argue for a broader market definition that includes online video libraries such as YouTube.
If you're an aspiring corporate lawyer, you might want to think about some of the key legal issues raised by this deal. One recurring issue worth highlighting is financing: while researching this deal, it appeared to me that part of the reason for Warner Bros Discovery’s repeated rejection of Paramount's offers was because it felt the financing to be insecure – perhaps a result of its reliance, in part, on external backers like private equity firms and international investors.
Another key issue is, of course, the regulatory elephant in the room: whether the market consolidation resulting from this deal will pass antitrust scrutiny. Normally, an acquisition like this would likely falter at the first regulatory hurdle, but Trump’s professed involvement in the acquisition and his wider anti-competitive stance make it likely to go through.
But even beyond the law, as consumers of media and film, it’s worth considering the impact this could have on these industries – industries that have shaped culture, art and conversation for the past century – and the knock-on effects of this on creative diversity, content creation and market concentration. It's clear that a new age of film is upon us. As Zaslav himself put it, "the rules of Hollywood are no longer the same".
