Paramount-Skydance Merger Advances as Judge Considers Higher Bid

Paramount Global’s $8 billion sale to Skydance Media LLC will move forward for now even as a judge weighs forcing the Paramount board to consider a last-minute $13.5 billion offer.

A Delaware judge declined to issue a temporary restraining order Thursday, rejecting a request by New York City’s public pension funds, which are seeking to open a bidding war after the 11th-hour approach from an investor consortium called Project Rise Partners. The case is the latest in a flurry of hurdles to hit the transaction, which 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.

Chancellor Kathaleen St. J. McCormick, chief judge of Delaware’s Chancery Court, gave the funds permission to renew their motion once there’s a closing date. She ordered Paramount’s board to give them advance notice, “optimally of no less than five business days,” before consummating the merger.

The judge did hand the funds one win, agreeing to put the case on a fast track. “It is a colorable claim that Redstone breached her fiduciary duties to Paramount’s stockholders,” McCormick said. “It is also a colorable claim that the Skydance parties knowingly participated in these breaches.”

The lawsuit seeks to invalidate sections of the Skydance merger agreement that prevent Paramount’s special transaction committee from considering the Project Rise bid.

The closely watched deal, slated to close as soon as March 20, has faced a handful of legal challenges as it approaches the finish line, including overlapping shareholder lawsuits. Redstone is seeking to head off regulatory scrutiny from the Trump administration by settling the president’s lawsuit over a CBS interview with former Vice President Kamala Harris, according to recent media reports.

The New York funds are represented by Grant & Eisenhofer PA. The Paramount board’s transaction committee is represented by Richards, Layton & Finger PA and Cravath, Swaine & Moore LLP.

The case is NYC Emp. Ret. Sys. v. Byrne, Del. Ch., No. 2025-0126, 3/6/25.