A fourth lawsuit has been filed seeking to block Paramount's proposed $111 billion acquisition of Warner Bros. Discovery, with shareholders alleging controlling shareholders Larry Ellison and David Ellison secured regulatory approval through improper promises to President Donald Trump.
The Delaware Chancery Court complaint, filed by Paramount shareholder Paul Robbins, accuses the Ellisons of breaching their fiduciary duties by exposing the company to "enormous financial and legal risk."
The suit alleges that the Ellisons "made illegal promises and payments to secure regulatory approval," including commitments to overhaul CNN, provide up to $20 million in free advertising, and facilitate a $16 million settlement resolving Trump's lawsuit against CBS.
"The Ellisons [won] the bidding war for Warner Bros. by promising sweeping changes at CNN and other personal benefits to President Trump," the 59-page complaint states.
The lawsuit further alleges that Larry Ellison discussed with Trump how the merger would lead to changes at CNN and argues that Paramount's leadership has since reshaped CBS News to align with the president's preferences.
"After receiving regulatory approval, the Ellisons proceeded to remake CBS in the President's image, bought properties he enjoyed, and even hosted events to honor him," the complaint states.
"This helped the Ellisons, but it appears to have hurt Paramount and its media outlets."
The filing argues the alleged arrangements could create lasting legal exposure.
"The Ellisons' actions not only harm the reputations of the news outlets they currently own, which are hemorrhaging viewers, but they are latent liabilities waiting to be triggered by a future administration," the complaint says.
The suit alleges Congress or future administrations could investigate the company over the merger approval process.
It also alleges that CBS News has suffered its lowest ratings in 25 years and that changes to the network's editorial direction have fueled a talent exodus.
The allegations rely on public records and media reports rather than firsthand accounts, according to the complaint.
Paramount has previously denied making any commitments tied to regulatory approval.
"No commitments from either David or Larry Ellison have been made to any government body, state AG or federal agency regarding the future of CNN or any other news property, other than the goal to deliver truth-based journalism," a Paramount spokesperson previously said.
The shareholder action follows three other lawsuits filed this week challenging the transaction. A coalition of 12 Democratic state attorneys general, led by California Attorney General Rob Bonta, sued to block the merger on antitrust grounds. The Writers Guild of America filed a separate suit arguing the combination would reduce employment opportunities and suppress wages for writers.
Paramount+ subscribers have also challenged the deal.
The mounting litigation underscores growing unease surrounding what would create one of the world's largest media companies.
Beyond the legal challenges, the proposed merger has fueled anxiety in Hollywood, where executives, employees, and creative talent have warned that combining Paramount and Warner Bros. Discovery could trigger another wave of layoffs, programming cuts, and cost reductions while saddling the combined company with nearly $80 billion in debt.
The latest lawsuit also points to events that have intensified scrutiny of the merger process, including Paramount's participation in a White House celebration featuring UFC fighters just two days after the Department of Justice concluded its review of the deal. Paramount holds U.S. broadcast rights to UFC events.
The complaint alleges that senior Justice Department officials ended the review before career investigators could fully examine potential antitrust concerns, allegations that have not been substantiated by the government.