Across the Board
Paramount Launches Hostile Bid for Warner
Paramount’s move to outbid Netflix puts Warner’s board under pressure to defend its process and strategic rationale
“Paramount Skydance on Monday launched a hostile bid worth $108.4 billion for Warner Bros Discovery in a last-ditch effort to outbid Netflix and create a media powerhouse that would challenge the dominance of the streaming giant. Netflix had emerged victorious on Friday from a weeks-long bidding war with Paramount and Comcast, securing a $72 billion equity deal for Warner Bros Discovery's TV, film studios and streaming assets. But Paramount's latest attempt means the jockeying for Warner Bros and its prized HBO and DC Comics assets will not come to a conclusion swiftly. The Warner Bros Discovery board of directors on Monday afternoon said it would review Paramount's offer, but was not modifying its recommendation with respect to Netflix. It advised the company to "take no action at this time" in regard to the Paramount Skydance proposal…. Larry Ellison called Trump after the Netflix deal was announced and told him the transaction would hurt competition…. The studio argues its bid for the entirety of Warner Bros Discovery is superior to Netflix, giving shareholders $18 billion more in cash and an easier path to regulatory approval.” REUTERS
Trump’s Shadow Looms Over Media Megadeal
Trump inserts himself into the Netflix–Paramount bidding war, breaking long-standing norms around regulatory independence
“On Sunday night, David Ellison, the chairman of Paramount Skydance, which is bidding against Netflix, had his chance to make his case face-to-face. Mr. Ellison was spotted in the presidential box with Mr. Trump at the Kennedy Center Honors ceremony in Washington. Hours later, Mr. Ellison unveiled a hostile bid to block Netflix’s acquisition — and in the fine print, revealed his version of a trump card: a private equity firm founded by Jared Kushner, Mr. Trump’s son-in-law, is onboard as an investor in the deal. Presidents are not supposed to influence the regulators who review major corporate deals, a process usually carried out at arm’s length from politicians’ whims. But with the future of the news and entertainment industries in the balance, Mr. Trump, himself a film and TV connoisseur, has broken precedent by placing himself directly in the middle of the sale of Warner Bros. Discovery, the biggest media deal of the decade.” NEW YORK TIMES
Ben & Jerry’s Chair Rejects Resignation Demands
Mittal said she is carrying out her role as chair with respect for the social mission and product quality responsibilities given to the board in Ben & Jerry's 2000 merger agreement with Unilever
"The chair of Ben & Jerry's independent board said she has no plans to resign as Unilever pressures her ahead of Monday's public spinoff of its Magnum ice cream division, which will include the Vermont-based brand. Magnum, a longtime division of the consumer goods conglomerate, said last month that the chair, Anuradha Mittal, ‘no longer meets the criteria’ to serve after internal investigations…. Magnum will list publicly on Euronext on Monday, and is inheriting a deepening corporate feud between Unilever and Ben & Jerry's, stemming from the politically progressive brand's stance on the Israeli-occupied Palestinian territories…. ‘It is important to understand that this is not simply an attack on me as chair. It is Unilever’s attempt to undermine the authority of the Board itself.’…. The board has sued Unilever twice in recent years, most recently accusing its corporate parent of censoring it over statements it wanted to make on Gaza.” REUTERS
AI’s Hidden Footprint Is a Boardroom Issue
The surge in data center demand is turning electricity and water into governance priorities
“AI now sits at the center of corporate sustainability governance as it supercharges data gathering, analytics, and reporting. Indeed, there is a clear upside for AI in areas of energy optimization, emissions monitoring, land‑use assessment, and climate scenario analysis. At the same time, AI’s rise is colliding with sharply growing electricity and water demands from data centers and concerns over geopolitically exposed supply chains. The governance challenge for companies therefore is to manage risk at this intersection…. AI has turned electricity and water from background utilities into constraints that should be dealt with on the board level. Indeed, AI magnifies water risk across cooling, power generation, and chip manufacturing.” THOMSON REUTERS
C-Suite Fumbles Start at the Top
Leadership transitions fail when boards and new executives aren’t aligned on communication, strategy, and scope
“The leap into the C-suite is often described as the pinnacle of an executive career. But for many, it’s also a precipice, with many leaders struggling to succeed once there…. They are leaders at the top of their game. So why do they stumble? The answer lies in the critical risks that often appear during the transition period—an executive’s first 12 to 18 months in role…. Not every new executive will have direct exposure to the board—but for those who do, the adjustment can be significant…. The board doesn’t run the business; it governs it. Like the CEO, the board operates at a different altitude than new executives are used to. Directors care about strategy, risk, and long-term value—not operational details.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
Director Support Hits Five-Year High
Despite record approval levels, cracks emerge around executive pay as shareholders scrutinize compensation more sharply
“In the 2025 proxy season, U.S. companies saw support for director reelections reach a five-year high of 94.2%, according to the Investor Stewardship 2025 report published by Diligent Market Intelligence (DMI). This strong backing for incumbent directors signals a notable shift in investor sentiment, reflecting heightened confidence in corporate leadership amid strong market conditions and a recalibration of priorities for board composition. This trend was particularly pronounced in major indices. During the 2025 annual meeting season (July 2024 - June 2025), director support in major indices rose significantly, reaching 96.3% in the S&P 500 and 95% in the Russell 3000, driven by strong markets and relaxed diversity mandates.” YAHOO FINANCE
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