"It has become increasingly clear, through media reporting and otherwise, that WBD appears to have abandoned the semblance and reality of a fair transaction process, thereby abdicating its duties to stockholders, and embarked on a myopic process with a predetermined outcome that favors a single bidder,"
""If not, we strongly urge you to empower such a special committee comprised of directors with no potential appearance of bias or beholdenness to others whose interests may differ from those of the stockholders," the letter reads. "This would seem to be an important step at this stage, to ensure the fairness and unimpeachability of the transaction process and to maximize the value of whatever outcome WBD determines to pursue.""
"Paramount said it believes that the sales process has been "tainted" by management conflicts, including "certain members of management's potential personal interests in post-transaction roles and compensation as a result of the economic incentives embedded in recent amendments to employment arrangements.""
Paramount Skydance Corp. alleges Warner Bros. Discovery is favoring a rival Netflix bid and is not acting in shareholders' best interests during the sale process. Paramount reports having submitted five offers and contends the competitive bidding appears predetermined to favor a single bidder. Paramount requests an independent special committee of disinterested directors to oversee the sale and maximize shareholder value. Paramount asserts the process has been tainted by management conflicts, including potential personal interests in post-transaction roles and compensation tied to amended employment arrangements. Warner Bros. informed its board and stated the board attends to its fiduciary obligations and has complied fully.
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