Metropolitan Water Reclamation District Retirement Fund v. Paramount Global

── Metropolitan Water Reclamation District Retirement Fund v. Paramount Global ── Court: Court of Chancery of Delaware Date: June 05, 2026 Category: General IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE METROPOLITAN WATER RECLAMATION DISTRICT RETIREMENT FUND, LABORERS’ AND RETIREMENT BOARD EMPLOYEES’ ANNUITY AND C.A. No. 2025-0377-CDW BENEFIT FUND OF CHICAGO, PARK EMPLOYEES’ ANNUITY AND BENEFIT FUND OF CHICAGO, and GARY MENDELSOHN, Plaintiffs, v. PARAMOUNT GLOBAL, Defendant. POSTTRIAL REPORT Date Submitted: April 15, 2026 Date Decided: June 5, 2026 Gregory V. Varallo, Mae Oberste, Alexander J. Rigby, BERNSTEIN LITOWITZ BERGER & GROSSMANN LLP, Wilmington, Delaware; Christopher H. Lyons, ROBBINS GELLER RUDMAN & DOWD LLP, Wilmington, Delaware; Mark Lebovitch, Jeremy P. Robinson, BERNSTEIN LITOWITZ BERGER & GROSSMANN LLP, New York, New York; David A. Knotts, ROBBINS GELLER RUDMAN & DOWD LLP, San Diego, California; Cristelle R. Rabban, ROBBINS GELLER RUDMAN & DOWD LLP, New York, New York; Joel Fleming, David Dorfman, Lauren Godles Milgroom, Amanda Crawford, EQUITY LITIGATION GROUP LLP, Boston, Massachusetts; Counsel for Plaintiffs Metropolitan Water Reclamation District Retirement Fund, Laborers’ and Retirement Board Employees’ Annuity and Benefit Fund of Chicago, Park Employees’ Annuity and Benefit Fund of Chicago, and Gary Mendelsohn D. McKinley Measley, Alexandra M. Cumings, Anneliese Ostrom, MORRIS, NICHOLAS, ARSHT & TUNNELL LLP, Wilmington, Delaware; Jonathan K. Youngwood, Meredith Karp, SIMPSON THATCHER & BARTLETT LLP, New York, New York; Counsel for Defendant Paramount Global WRIGHT, M.  The acquisition of Paramount Global (“Paramount”) by Skydance Media LLC (“Skydance”) has spun off three plenary actions by Paramount stockholders challenging the acquisition and three books-and-records cases by stockholders seeking to investigate potential wrongdoing by fiduciaries in connection with the acquisition. This is the third of the books-and-records cases. The parties present a narrow issue to the court. The plaintiffs allege there is a credible basis to investigate if Paramount’s former controller, Shari E. Redstone, exercised improper influence over the special committee’s negotiation of the acquisition in order to block a sale of Paramount in favor of a sale of only National Amusements, Inc. (“NAI”), the entity through which Redstone controlled Paramount. To facilitate their investigation, the plaintiffs say it is necessary and essential for Paramount to produce informal board materials and officer-level materials regarding the departure of three members of the special committee at a sensitive time during negotiations, shortly after NAI prevented the special committee from engaging with a bidder and the special committee instead entered into an exclusivity agreement with Skydance. Paramount disagrees, arguing the plaintiffs do not have a credible basis to investigate wrongdoing and, even if they did, the informal board materials and officer-level materials sought are not necessary and essential to investigate any potential wrongdoing because the formal board materials are thorough, complete, and accurate. The court held a trial on a paper record to resolve the dispute. In this final report, the court makes three main findings. First, reaching the same conclusion as the court did in the first two books-and-records cases, the court finds the plaintiffs have demonstrated a credible basis to suspect potential wrongdoing in connection with the acquisition. Second, the court finds informal board materials relating to the departure of the three special committee members are necessary and essential for the plaintiffs’ investigatory purpose because the formal board materials paint an inaccurate picture of the three directors’ departure from the special committee and Redstone’s role in it, and thus fails to provide accurate details to a key event. Third, the court finds the plaintiffs have not met their bu