Ordinarily, I delete emails soliciting my shareholder proxy vote.  As a small-time stockholder, what’s the point?  But when the “Vote now!” Warner Bros. Discovery (WBD) Special Meeting April 23 announcement popped into my email, I paid attention. This proxy invoked my “right to vote on important matters” – namely, David Ellison’s Paramount Skydance (PSKY) proposed takeover of WBD.

As the cinephile descendant of a Hollywood pioneer Jewish family, I care about what happens to the industry my prolific Fox Film producer great-grandfather Sol Wurtzel and his brothers worked their toucouses off to help build. Sol palled around with the actual Warner brothers – Harry, Albert, Sam and Jack; and my grandmother Lillian was friendly with Harry’s daughter Betty.  These generational ties make Ellison’s audacious takeover bid feel oddly personal and somehow nauseating. His approach threatens jobs, traditional American/Hollywood norms and freedom of expression.

The proxy materials informed me the WBD Board unanimously determined “the terms of the Merger Agreement are fair to, and in the best interests of, WBD and its stockholders.”  How does the Board know what my and other stockholders’ best interests are?  Ellison’s $31 per share buyout offer feels more like a bribe than a fair shake considering all the ethical question marks surrounding its benefits to Hollywood, the media and society at large.

Ellison, the prince of his father tech billionaire Larry Ellison’s Oracle dynasty, apparently aims to become the mogul king of Hollywood.  In 2024, after a year negotiating with regulators, Ellison’s modest production company Skydance paid $8 billion to acquire Paramount – including its historic, wrought-iron-gated 65-acre Hollywood studio lot and networks (e.g., CBS, MTV, Nickelodeon and Comedy Central). As the ink dried on Paramount, Ellison launched a campaign to acquire a second legacy studio – WBD.  Over the course of six months, he made an escalating series of nine offers culminating in the pending $111 billion takeover deal that, if approved, will saddle him with a $79 billion debt load and give him control over the historic Warner Bros. film catalog (including recent Academy Award-winners One Battle After Another and Sinners) and 110-acre Burbank lot; streamer HBO; and cable channels CNN, TNT and Discovery.

Before I voted, I reflected on Ellison’s merger scheme in light of the Warner brothers’ history. According to the late Cass Warner’s 2007 documentary The Brothers Warner, family patriarch Benjamin Warner, an impoverished Polish immigrant, raised his four sons to be committed Jews, ethical businessmen and patriotic Americans.  Eldest brother Harry passionately promoted democratic values and racial and religious tolerance. As Hitler rose to power in Germany, Warner Bros. was the first studio bold enough to confront Nazi fascism with 1939’s Confessions of a Nazi Spy. Harry prided himself on running a studio with a social conscience. A large billboard outside the Warner Bros. lot (circa 1940-1950) bore the studio motto: “Combining good picture-making with good citizenship.”

Two recent Ellison/PSKY moves challenge the Warners’ legacy of courageous patriotism.  First, Ellison accepted $24 billion from sovereign wealth funds in Saudi Arabia, Qatar and Abu Dhabi to fund the acquisition of WBD.  None of these countries supports freedom of the press.  The worst-case example being Saudi Arabia’s grisly 2018 assassination/dismemberment of U.S.-based Saudi journalist Jamal Khashoggi.  I believe the Warners would be horrified to have the studio they founded associated with this blood-stained, authoritarian money.

Secondly, Ellison’s installation of Bari Weiss, 41, as CBS News editor in chief has raised first amendment issues.   Two months into her regime, Weiss delayed a heavily researched and reported 60 Minutes story on a harsh El Salvadoran prison housing Venezuelans deported from the U.S. set to air in 48 hours.  Veteran journalists at the esteemed weekly news magazine pushed back alleging political interference.  The segment did air a month later. The Warners’ legacy aligns with the 60 Minutes journalists’ mission. Their studio’s acclaimed 1932 film I Am a Fugitive from A Chain Gang powerfully exposed prison cruelty and inspired real-world penal reform.

Ultimately, the brothers Warner believed in and fought for the democratic values that enabled poor Eastern-European Jewish immigrants like them to create a film studio that championed the underdog and showcased American democracy.

I envision Harry, Albert, Sam and Jack stealing a line from their studio’s most celebrated film – 1942’s anti-fascist, Academy Award-winning Casablanca – peering down at David Ellison, and saying, “Here’s looking at you, kid.” As in, can we trust you to keep the studio running? To uphold democratic values and press freedom? To create job opportunities? To stand up for the underdog?

Ellison has never adequately answered those questions.

Ergo, I voted no and if you own WBD shares, you should too.

© The Times of Israel (Blogs)