Paramount Global

 

KTMC is investigating potential wrongdoing in connection with the August 7, 2025 acquisition of Paramount Global (“Paramount”) by Skydance Media (“Skydance”) (the “Merger”).  The Merger was a two-step acquisition, with Skydance first purchasing National Amusements, Inc. (“NAI”), Paramount’s controlling stockholder, followed by Skydance merging with Paramount. At the heart of the investigation is Shari Redstone (“Redstone”), NAI’s controlling stockholder, chairperson, and CEO.  In turn, Redstone controlled Paramount. Contemporaneous public reporting suggested that Redstone was using interest in Paramount to force a tagalong sale of NAI.  Indeed, NAI was struggling and Redstone had long contemplated exiting her NAI stake. Meanwhile, Paramount’s impressive collection of assets was attracting interest from potential buyers, with several submitting bids for Paramount or Paramount Studios. Redstone, as a fiduciary to Paramount and its stockholders, was obligated not to prioritize her or NAI’s interests over the interests of Paramount in any transaction. Nevertheless, public reports indicated that Redstone required any sale of Paramount to also involve NAI.  Reports also indicated that Redstone required that NAI receive a substantial premium for its stake in Paramount in any transaction. Reports suggested that Redstone steered bidders away from a value-maximizing Paramount-only transaction in favor of bidders that would agree to NAI’s demand for preferential treatment. KTMC is thus investigating the facts underlying these reports and whether Redstone breached her fiduciary duties

KTMC made a demand on Paramount for certain of its books and records pursuant to 8 Del. C. § 220 (“Section 220”). Paramount rejected the demand, prompting KTMC to file a Section 220 complaint. Following a Section 220 trial that resulted in a favorable ruling for Plaintiff, the Company appealed, and the Delaware Supreme Court affirmed Plaintiff’s right to inspect certain of Paramount’s books and records. As of July 2026, Plaintiff’s investigation is continuing.