zdask
Home
/
Business
/
Paramount to Turn Over Records on Skydance Deal Amid Standoff With FCC
Paramount to Turn Over Records on Skydance Deal Amid Standoff With FCC-April 2024
Apr 29, 2025 5:38 PM

To Paramount, Skydance appeared to be the ideal buyer for the company when it announced the $8 billion megadeal last year: big enough for its name to have cachet in Hollywood, with a founder boasting ties to deep pockets, but small enough for the merger not to raise red flags with antitrust enforcers. And to sweeten the pot, the David Ellison-led firm proposed paying a premium on voting shares owned by Shari Redstone. It was supposed to be smooth sailing.

Six months later, Paramount is fighting a multifront battle amid a political firestorm sparked by President Donald Trumps efforts to consolidate control over the press to get the deal across the finish line. On one side is Brendan Carr, an animated FCC commissioner and Trump loyalist whos asserted his authority over parts of the merger by leveraging the agencys control over the transfer of broadcast licenses. On the other is a growing contingent of investors who suspect that Redstone enriched herself at their expense. On Wednesday, Paramount was sued in Delaware Chancery Court by five New York pension funds, which seek a preliminary injunction to block the deal. The sealed lawsuit alleges breach of fiduciary duty and asks for expedited proceedings to fast-track a trial.

The filing of the complaint comes after a Delaware judge on Jan. 29 issued an order directing Paramount to open its books to a pension fund considering litigation against the company over the sale. Rhode Island, on behalf of the Employees Retirement System pension fund, alleged last year that Redstone may have had conflicting interests undermining Paramounts motives to find a better deal than the one offered by Skydance. It could lay the groundwork for another lawsuit challenging the deal, this time using internal documents that may support allegations that minority investors had their interests take a backseat in negotiations.

The ruling doesnt require Paramount, which declined to comment, to immediately turn over any documents. After a round of briefing, the court will determine the scope of production. This could include board materials about how Ellisons offer was evaluated compared to others.

Redstones unique control over Paramount lies in its unorthodox ownership structure. National Amusements, the familys holding company, owns her stake in Paramount with 77 percent of preferential voting shares but roughly five percent of common stock. This gives Redstone the power to oversee Paramounts operations while only maintaining a ten percent equity stake.

The sale of National Amusements to Skydance will turn on the completion of the merger between Paramount and the Ellison-led firm. And since Redstone will be paid for the sale of all of the holding company, it sets up different incentives for her and most shareholders.

Concerns from minority investors relate to whether the deal could dilute existing shareholders by forcing them to finance the investment in Skydance and undervalue Paramount. Others revolve around allegations that the board failed to seriously consider better offers, including a reported $26 billion all-cash offer from Apollo Global and Sony Pictures.

In last months order, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery reversed a decision in Paramounts favor finding that there wasnt sufficient evidence to force the company to open its books. He found that theres a credible basis to suspect wrongdoing, pointing to the possibility that Redstone illegally divert[ed] bidders to a parent-level transaction to the detriment of minority stockholders.

The record supports an inference that Redstone could extract more value from a sale of NAI than from a Company-level sale, Laster wrote. It also supports an inference that Redstone steered the sale process to achieve that result.

And as Paramount fights to limit the records itll have to produce, it continues to contend with Trumps escalating calls for it to lose its broadcast license.

CBS and 60 Minutes defrauded the public by doing something which has never, to this extent, been seen before. They 100% removed Kamalas horrible election-changing answers to questions, and replaced them with completely different, and far better, answers, taken from another part of the interview, Trump, who filed a $10 billion lawsuit over the segment, wrote Thursday on Truth Social.

This was Election-changing stuff, Election Interference and, quite simply, Election Fraud at a level never seen before. CBS should lose its license, and the cheaters at 60 Minutes should all be thrown out, and this disreputable NEWS show should be immediately terminated.

Former FCC chair Jessica Rosenworcel previously dismissed a complaint against CBS-owned WCBS in New York, filed by the Center for American Rights last year, accusing the station of significant and intentional news distortion, but Carr revived it and on Wednesday opened a docket for the case. Hes inserted the agency into regulatory approval of the merger since Paramounts sale of CBS broadcast licenses to Skydance remains pending before the FCC. The agency will field public comments until March, which could further complicate approval of the deal. Also at play: the imposition of conditions for approval of the transferal of the licenses, including commitment to promote viewpoint diversity and being placed on probation until compliance is evident.

Carrs concerns relate to whether CBS-affiliated stations are politically biased against conservatives. The burgeoning dispute pits free speech protections against the FCCs authority to ensure that public airwaves operate in the public interest. Pulling a broadcast license in the middle of a term is essentially unheard of, but the commission is empowered to turn down transferals, though its rarely exercised that authority.

In a filing to the FCC, Paramount and Skydance defended the merger while denying allegations of ideological bias. It opposed CARs move to condition transferal of the licenses on certain terms since they would improperly encroach on broadcasters editorial discretion while stressing that doing so would pose a grave threat to bedrock First Amendment freedoms.

As this battle plays out at the FCC, there are murmurs that Redstone may elect to settle Trumps lawsuit over the 60 Minutes interview in what would be a stunning concession by among the biggest media companies to the president.

Comments
Welcome to zdask comments! Please keep conversations courteous and on-topic. To fosterproductive and respectful conversations, you may see comments from our Community Managers.
Sign up to post
Sort by
Show More Comments
Business
Copyright 2023-2025 - www.zdask.com All Rights Reserved