Billionaire investor Mario Gabelli has been complaining that Paramount Global’s agreement to merge with Skydance Media was a bad deal for former Class A shareholders of the media company for more than a year. Now his investment firm has officially taken the matter to court.\n\nOn Wednesday, Gabelli’s GAMCO filed a lawsuit in Delaware Chancery Court seeking class-action status on behalf of shareholders of Gabelli Value 25 Fund and the approximately 750 separately managed GAMCO advisory clients who held Paramount Global Class A shares prior to the closing of Paramount Global’s merger with Skydance on Aug. 7, 2025. According to the Delaware Chancery Court’s website, the complaint was submitted under seal and therefore is not available for viewing.\n\nThe lawsuit seeks unspecified monetary damages for 'the unfair and inequitable merger consideration that National Amusements, Inc. (‘NAI’) and its affiliates received versus the consideration received by Class A shareholders other than NAI,' GAMCO said in an announcement. Shari Redstone’s National Amusements Inc. had been the controlling shareholder of Paramount Global.\n\nGAMCO represents clients who owned about 12.5% of the Class A voting shares of Paramount Global. NAI owned about 77% of the Class A shares.\n\nGAMCO last year made a 'books and records' request to Paramount under Delaware’s General Corporation law. According to the investment firm, 'Paramount produced thousands of documents that did not provide the transparency GAMCO needed to assess the fairness of the transaction to all Class A shareholders.'\n\nAccording to GAMCO, based on public documents and disclosures from Paramount Global board’s special committee on M&A (confirming that 'the special committee assigned no value to the non-Paramount assets of NAI'), 'it appears that NAI received in excess of $60/share for its Class A shares while GAMCO and other similarly situated shareholders received a mere $23/share.'\n\n'GAMCO has an obligation to pursue this case on behalf of its clients,' Christopher Marangi, GAMCO’s co-chief investment officer of Value said in a statement. 'GAMCO voiced its concerns early in the process and asked at minimum for more transparency regarding what NAI was receiving for their identical Paramount voting shares. GAMCO also requested, as is customary in these types of control transactions, that the merger be put to a vote of the minority shareholders. These concerns were ignored and, lacking the ability to continue holding voting shares in the new Paramount entity, GAMCO was forced to redeem its shares for cash. We now look to the Courts to rectify the situation.'\n\nOn July 7, 2024, Redstone clinched a deal to sell NAI to Skydance-RedBird, which would then merge Paramount with Skydance. In an interview with Variety last year following the Paramount-Skydance-NAI deal announcement, Gabelli praised the Skydance and Paramount teams for 'a fantastic job' in detailing how the combined company could achieve synergies in content production and global distribution and through potential streaming joint ventures — but Gabelli said he needed more transparency about the deal, and specifically the value of NAI’s sale.\n\nWith the closing of the Paramount-NAI-Skydance-RedBird Capital, shareholders of NAI received $1.75 billion and the assumption of NAI’s debt (for $2.4 billion total enterprise value). About $6 billion of the money to fund the deal came from the Ellison family (i.e. Oracle founder Larry Ellison) and about $2 billion came from RedBird.\n\nAccording to a Nov. 4, 2024, Paramount filing with the SEC, Skydance’s deal terms provide Redstone and other NAI shareholders 'certain indemnification rights' relating to the sale capped at a maximum of $200 million. That replaced the previous indemnification arrangements that were in place that had provided for 'uncapped indemnification' of NAI shareholders 'for losses incurred in connection with their status as the controller of NAI and, in the case of Ms. Redstone, Paramount, in any litigation relating to the Transactions or the NAI Transaction,' according to the filing.

Investor Mario Gabelli Sues Shari Redstone’s National Amusements Inc. Alleging ‘Unfair and Inequitable’ Terms in Paramount-Skydance Merger

Billionaire investor Mario Gabelli's investment firm, GAMCO, has filed a class-action lawsuit in Delaware Chancery Court on behalf of shareholders of the Gabelli Value 25 Fund and approximately 750 GAMCO advisory clients who held Paramount Global Class A shares prior to the August 7, 2025, merger with Skydance Media. The lawsuit alleges that Shari Redstone’s National Amusements Inc. (NAI) received significantly higher consideration—over $60 per share—compared to the $23 per share received by other Class A shareholders, including GAMCO clients. GAMCO claims a lack of transparency from Paramount Global, citing a failure to disclose the value of NAI’s non-Paramount assets and the absence of a shareholder vote on the merger. The case stems from a control transaction where NAI, which owned about 77% of Paramount’s Class A shares, was sold to Skydance-RedBird, with the deal valued at $6 billion in total enterprise value, funded primarily by the Ellison family and RedBird. The transaction included capped indemnification rights of $200 million for NAI shareholders, replacing prior uncapped protections.