Paramount Wins Round in Court Fight Over Skydance Deal Files

Paramount Global succeeded Monday in escalating its fight against a pension fund’s bid for documents concerning its planned $8 billion sale to Skydance Media LLC.

The entertainment conglomerate persuaded a Delaware judge to sign off on a swift appeal of the records access lawsuit brought by Rhode Island’s retirement system, which won a ruling in January directing the company to turn over deal-related files. The transaction would hand Paramount’s reins from media mogul Shari Redstone to producer David Ellison and backers led by his father, Oracle Corp. founder Larry Ellison.

The judge, Vice Chancellor J. Travis Laster, defended his Jan. 29 decision, in which he credited about four dozen news articles—including some based on unnamed sources—that the fund used to justify its demand for company records. He acknowledged, however, that the Delaware’s top court has never expressly ruled on the reliability of confidential news sources in that precise context.

Paramount’s “near-conspiratorial suspicion” is unwarranted, but it’s “always helpful to have the Delaware Supreme Court’s views,” Laster said in an opinion for Delaware’s Chancery Court.

The decision—whether to accept a mid-case appeal—ultimately belongs to the higher court, Laster noted. The dispute is still pending at the trial court level because he held off on deciding which specific files are relevant to the fund’s merger investigation.

The litigation is one in a tangle of overlapping shareholder cases confronting the transaction slated to close in the first half. Other hurdles include a last-minute topping bid and regulatory scrutiny that Redstone is looking to resolve by settling President Donald Trump’s $20 billion lawsuit over a CBS interview with former Vice President Kamala Harris.

‘It Is Known’

Monday’s ruling came as Delaware’s legislature is weighing major changes to the state’s corporate laws, including amendments that would cut back the records statute cited by the Rhode Island fund. The law gives investors broad access to company documents if they have preliminary suspicions about self-dealing or corporate wrongdoing.

Although Laster gave Paramount what it wanted Monday, he rejected most of the company’s arguments as “scare tactics.” For instance, calling confidential news sources “anonymous” is a semantic trick, he said.

“They are not anonymous. They are confidential,” the judge said. “It is known that in an M&A setting, the individuals speaking confidentially to reporters are usually the parties’ public relations firms, their investment bankers, sometimes their lawyers, and sometimes internal personnel.”

Laster also urged the state supreme court to review the extent to which investors suing for corporate records can supplement their initial claims with late-breaking evidence. He dismissed the idea that allowing the supplemental filings would lead to indefinite proceedings, saying the existing litigation incentives should drive both sides to wrap up records cases promptly.

“Defense counsel’s drift-net strategy is not a real thing,” Laster said. “If stockholders and their counsel try that, then corporations will find allies in their friendly neighborhood Chancery judges.”

Paramount is represented by Morris, Nichols, Arsht & Tunnell LLP and Simpson Thacher & Bartlett LLP. Rhode Island is represented by Prickett, Jones & Elliott PA and Kessler Topaz Meltzer & Check LLP.

The case is State of R.I. Office of the Gen. Treas. v. Paramount Global, Del. Ch., No. 2024-0457, 3/24/25.