Netflix, Warner Bros. Lawyer Up as Paramount Battle Looms (1)

The country’s top law firms are guiding the $72 billion deal for Netflix Inc to buy Warner Bros., as well as representing spurned suitors that appear to be spoiling for a fight.

Skadden, Arps, Slate, Meagher & Flom is guiding Netflix on the deal, announced Friday after a contentious bidding process. Warner Bros. turned to attorneys from two firms—Wachtell Lipton, Rosen & Katz and Debevoise & Plimpton—to steer the transaction.

The companies are likely to face heavy regulatory scrutiny as they seek to close the sale over the next 18 months, with Warner Bros. spinning off certain cable networks into a separate entity and handing Netflix the keys to its movie studio and HBO.

They may also get a fight from rival Paramount Skydance Corp., which made a bid for the business. Paramount turned to lawyers from three firms—Quinn Emanuel, Latham & Watkins, and Cravath Swaine & Moore—as it accused Warner Bros. of unfairly favoring Netflix in the process.

Warner Bros. “appears to have abandoned the semblance and reality of a fair transaction process, thereby abdicating its duties to stockholders,” unnamed Quinn Emanuel lawyers representing Paramount reportedly wrote in a Dec. 3 letter to Warner Bros. chief David Zaslav, first obtained by CNBC.

That followed a Dec. 1 letter from Paramount to Warner Bros., warning that a deal with Netflix would likely be blocked on antitrust and other grounds. Lawyers from Latham and Cravath drafted that letter, according to The Hollywood Reporter.

Netflix agreed to pay Warner Bros. a $5.8 billion termination fee in case the deal fails to gain regulatory approval or falls apart.

Big Deal Lawyers

Skadden partner Kenton King is leading the team advising Netflix on the deal. The veteran Silicon Valley corporate lawyer has guided some of the largest technology tie-ups, including representing Activision Blizzard in its $69 billion acquisition by Microsoft Corporation.

Wachtell’s Andrew Nussbaum, the firm’s co-chair, is leading the work for Warner Bros. Jonathan Levitsky, a Debevoise partner who has previously advised Warner Bros. and steered massive deals for Verizon, headlines the firm’s team representing Warner Bros.

Wachtell and Skadden were among the leading M&A advisers through the first three quarters of this year, according to Bloomberg Law’s league tables. Latham held the top spot heading into the fourth quarter.

Paramount bought on Latham partner Makan Delrahim as its new chief legal officer in September. Delrahim served as chief of the Justice Department’s antitrust division in the first Trump administration and as a former deputy White House counsel.

Latham and Delrahim advised Skydance Media LLC on its $8 billion buy of Paramount Global, which closed in August. Latham has also represented the family of Oracle Corp. co-founder Larry Ellison, father of Paramount Skydance’s CEO David Ellison, in the deal.

Cravath lawyers, including firm leader Faiza Saeed, guided Paramount Global’s Special Committee on the Skydance deal.

The Federal Communications Commission approved the Paramount Skydance deal in July, weeks after Paramount agreed to a $16 million settlement with President Donald Trump over a lawsuit. The president alleged in the suit that the company’s CBS news network interfered with last year’s election by editing a 60 Minutes interview with former Vice President Kamala Harris.