"When fielding multiple bids, the board's job is not to protect a vision, a management team, or a carefully engineered transaction structure. It is to maximize value for shareholders through a process that is open, rigorous, and even-handed. That does not mean the highest nominal bid must always win. But it does mean that competing offers must be evaluated seriously, negotiated in good faith, and rejected only on grounds that are material, transparent, and consistently applied."
"As someone who studies corporate strategy and governance for a living, I find this episode troubling not because boards occasionally choose controversial deals, but because the behavior on display reflects a deeper pattern of process failure. When boards pre-commit to a preferred outcome and then retrofit justifications for rejecting alternatives, the problem is not strategic disagreement. It is governance breakdown."
Headlines have framed the Paramount-Netflix contest for Warner Bros. Discovery as a clash between Hollywood heavyweights, but the central concern is whether WBD's Board ran a fair process and fulfilled its obligation to shareholders. Process behavior shows a pattern of boards pre-committing to preferred outcomes and retrofitting justifications, which constitutes governance breakdown rather than strategic disagreement. Boards must maximize shareholder value through open, rigorous, even-handed processes; competing offers should be evaluated seriously, negotiated in good faith, and rejected only for material, transparent, consistently applied reasons. Paramount's all-cash $30 tender provides valuation certainty versus Netflix's $27.75 mix and multi-step spin-off structure.
Read at Fortune
Unable to calculate read time
Collection
[
|
...
]