Ellison-Backed Paramount Bid for WBD Includes Large Zaslav Pay Package, Rejected by Board

On December 17, 2025, an SEC filing revealed that Paramount Skydance—backed by Oracle chairman Larry Ellison and his son David Ellison—had offered WBD CEO David Zaslav a compensation package worth “several hundred million dollars” and roles as co-CEO/co-chair as part of a $108 billion all-cash takeover bid. The offer was made one week after David Ellison’s initial September 18 takeover pitch [1]. Zaslav promptly informed WBD’s board on September 25, 2025, and declined to engage with the Ellisons’ terms, citing inappropriateness [1][2]. WBD’s board unanimously rejected the bid, criticizing the Ellisons’ claimed financial backstop as non-existent and “misleading,” and deeming it inferior to a pending Netflix merger agreement [3][4]. Notably, Zaslav’s existing golden parachute at WBD totals $567 million (cash + equity), roughly on par with the Ellisons’ proposed package [3].

1. Fiduciary Responsibility Demonstrated
   : Zaslav’s immediate disclosure and rejection of the unsolicited pay offer mitigates potential shareholder backlash over conflicts of interest, enhancing his reputation for transparency with the board [1][2].
2. Bid Credibility as a Core Rejection Driver
   : The board’s emphasis on the bid’s structural weaknesses (unverifiable financing) suggests the compensation offer was a tactical attempt to offset credibility gaps, not a genuine value proposition [3][4].
3. Netflix Merger Confidence Strengthened
   : The board’s rejection of a seemingly inferior offer signals its commitment to the pending Netflix merger, likely boosting investor confidence in this alternative transaction [4].
4. Paramount’s Negotiating Weakness Exposed
   : The public disclosure of the pay offer and financing concerns weakens Paramount Skydance’s position in any future bids for WBD [3][4].

• Paramount Skydance Risks
  : Reputational damage from the board’s “misleading” financing claims and a weakened negotiating position for future takeover attempts [4].
• WBD Opportunities
  : Reinforced investor confidence in the pending Netflix merger, which the board has deemed more favorable [4].
• WBD Risks
  : Potential delays or regulatory hurdles in the Netflix merger could still introduce uncertainty despite the Paramount bid rejection.

This event involves Ellison-backed Paramount Skydance’s failed $108 billion takeover bid for WBD, which included a large compensation offer for CEO David Zaslav. Zaslav’s prompt disclosure aligned with fiduciary duties, while the board’s rejection highlighted critical bid credibility issues (unsubstantiated financing). The development impacts media merger dynamics, favoring WBD’s Netflix agreement while challenging Paramount’s future bidding strategies [1][2][3][4].