There’s nothing illegal about Paramount’s $108 billion hostile bid for Warner Bros. Discovery.
They filed the required paperwork. They disclosed where the money is coming from. They followed SEC rules for tender offers. That’s not where the problem is.
The issue lies in the sitting president using his influence to help friends take control of one of the most powerful media companies in the country. And the law doesn’t really have anything in place to stop that.
How Hostile Takeovers Works
When Warner Bros. Discovery rejected multiple offers from Paramount, the next step was to go over their board.
Warner Bros. Discovery’s board has already approved Netflix’s offer of $87 billion with $27.75 per share. Paramount responded by offering shareholders $30 per share instead, asking them to sell directly. That’s what makes the bid hostile.
Under SEC rules, Paramount had to file a Schedule TO outlining the offer. They also had to file a Schedule 13D once their ownership crossed 5 percent to show they had the financing to pull this off.
Shareholders now have until January 8, 2026 to decide. If enough of them accept the offer, the deal goes through whether the board likes it or not.
The logic behind it is simple. If someone is offering shareholders more money, management shouldn’t be able to block that just to stay in control. This protects investors but it ignores everything else.
Where Things Start Getting Shaky
Paramount says this deal won’t require a review from the Committee on Foreign Investment in the United States (CFIUS).
That’s rich considering that $24 billion of the financing is coming from Saudi Arabia, Qatar, and Abu Dhabi.
The CFIUS exists to review foreign investments that could pose national security concerns. Warner Bros. Discovery owns CNN, HBO, and major film studios. These are companies that shape public opinion and culture. It’s hard to argue that foreign government money backing an acquisition like this shouldn’t be reviewed.
Paramount’s argument is that these investors won’t have governance rights, which limits their influence. It doesn’t change the fact they’re funding a large chunk of a deal that would give the Ellison family control of CNN. That’s not nothing.
CFIUS is chaired by the Treasury Secretary, who reports to Trump. Trump has already made it clear he wants Paramount to win the bidding war. Even if this deal does get reviewed, there’s no guarantee it won’t be approved anyway.
Why Trump’s Role Isn’t Illegal
Unfortunately, Trump’s involvement in all of this isn’t illegal. Presidents are exempt from federal conflict-of-interest laws. He’s allowed to favor donors and support deals that benefit people close to him.
Larry Ellison has donated to Trump and has supported his political career for years. It’s been reported that Trump has discussed the WBD deal with Ellison.
The exemption exists to give presidents flexibility in doing their jobs. It also creates a situation where loyalty matters more than anything else.
Trump also oversees the agencies that would review this deal. The Federal Trade Commission (FTC) handles antitrust issues. The Department of Justice (DOJ) can challenge mergers. All of them answer to him.
None of that violates the law.
The Position Shareholders Are In
For Warner Bros. Discovery shareholders, this isn’t an easy decision.
Paramount is offering $2.25 more per share than Netflix. That’s roughly $17.6 billion in additional value. It’s technically the better offer, but it comes with a lot of baggage. Political favoritism. Foreign sovereign money. Increased scrutiny over letting the president’s allies add another media company to their collection.
Some investors have already signaled they’ll take Paramount’s offer. Others are more cautious. Institutional investors often follow board recommendations, and the board supported Netflix’s bid for a reason.
The Netflix deal avoids a lot of this drama. It separates streaming from declining cable assets. It doesn’t rely on foreign government funding or a president publicly backing one side.
It also pays less and shareholders are expected to prioritize value. That’s the problem.
What This Says About the System
There’s nothing shady about how Paramount structured the bid itself. The real issue is everything surrounding it.
A president using influence to help allies. His son-in-law is using foreign funding to back the deal. Regulatory agencies that are supposed to be independent answering to someone who has already picked a side.
The Trump administration has weakened internal ethics enforcement. They’ve rolled back norms that previous administrations treated as standard.
This isn’t the system failing. It’s the system doing exactly what it allows.
Paramount’s takeover is legal. Trump’s involvement is legal. That doesn’t make any of it good.
It just means the rules were written to allow it.
