LawFuel Premiers The Legal Stars Behind The Netflix Mega-Deal

Ben Thomson, LawFuel contributing writer

Hollywood finally did what everyone feared it might do and handed the keys to the Warner Bros kingdom to the world’s rrichest and determined binge machine, Netflix in an $82.7 billion deal that has involved platoons of lawyers.

The deal is one of the largest media transactions this decade and a live-fire test for antitrust regulators already twitching with some significant hurdles yet to overcome.

Behind the hysteria about Harry Potter, HBO and “saving cinema” sits the real story. We took a look at the law firms and the legal stars behind the megadeal – which firms got the mandate, and which partners now own bragging rights at every conference for the next five years.

Netflix turned again to Skadden, Arps, Slate, Meagher & Flom, deploying a West Coast‑heavy “tech M&A” squad, already well versed in major deals of this kind including Activision Blizzard to Microsoft, Twitter’s sale to Elon Musk and Livongo’s sale to Teladoc.

On the Warner Bros. Discovery side, the legal story is a double act with Wachtell, Lipton, Rosen & Katz as primary M&A counsel, starring Andrew Nussbaum, and Debevoise & Plimpton as long‑time strategic adviser to the Warner/Discovery group, featuring entertainment and commercial law star Jonathan Levitsky.

Let’s look at the key players in the Netflix drama

The Bidding War, The Letter-Writing & The Inevitable Antitrust Headache

The legal fun isn’t limited to the deal counsel.

• Netflix beat out Paramount Skydance and Comcast after a bruising bidding process, offering around $27–28 a share and a gigantic breakup fee, with the transaction structured to complete after WBD spins off its Discovery Global cable networks into a separate company. Sports Video Group+5Global Legal Post+5Reuters+5
• Paramount’s camp has already started firing shots. A 4,000-word letter from its lawyers (reportedly Quinn Emanuel) accuses WBD of running a “tilted and unfair” process favouring Netflix and questions the fairness and adequacy of the board’s approach. Yahoo Finance+5Global Legal Post+5New York Post+5

On top of that, the transaction is a live antitrust grenade:

• Combining Netflix’s global streaming heft with HBO Max and the Warner library has already been branded an “anti-monopoly nightmare” by Senator Elizabeth Warren, while other Democrats and Republicans alike are lining up to question whether any regulator with a pulse can sign off on it. Fortune+3Global Legal Post+3Reuters+3
• In Europe, competition lawyers expect a hard look but not necessarily a kill-shot, partly because streaming is already hyper-competitive and regulators are more worried about big tech data power than old-school studios. Deadline+2Reuters+2

Put bluntly this movie deal is not just an M&A mandate, it’s a rolling career-defining antitrust exam sat in full view of Hollywood, Congress, Brussels and every general counsel with a content budget.

What Makes These Lawyers Interesting (Beyond Their Hourly Rate)

For LawFuel readers who enjoy the people side of this circus:

Andrew Nussbaum is not just a board whisperer; he’s also a former Amherst College board chair, honoured with an honorary degree and celebrated as a one-time water-polo athlete before becoming a Wachtell lifer with major deals under his belt. Wachtell, Lipton, Rosen & Katz+2Collegiate Water Polo Association+2

Karessa Cain has quietly racked up a portfolio of contested and complex transactions that gets her into the Chambers tables and onto Forbes’ M&A list. She is exactly the kind of person boards want when every email is discoverable and every process letter will be read by plaintiffs’ lawyers. Chambers+1

Jonathan Levitsky (above) the M&A and private equity law leader at Debevoise & Plimpton who is a former “Dealmaker of the Year” and Entertainment & Media Lawyer of the Year – previously led Discovery’s reverse Morris trust combination with AT&T’s WarnerMedia, a $130bn transaction that effectively created the entity Netflix is now buying.

Sonia Nijjar – The tech M&A star who has already helped land Activision Blizzard’s $75bn sale to Microsoft and been named Dealmaker of the Year by The American Lawyer together with King. She’s also worked on some of the market’s most politically noisy mandates, including deals involving Elon Musk and Twitter.

Ken King – Described by Skaddens as one of America’s pre-eminent corporate attorneys, Ken King has a deep roster of tech, semiconductor and biotech clients and a career built on cross-border mega-deals and board-level activism advice. He’s advised on some of the largest corporate deals in America. Along with Sonia Nijjar he is a regular on the ‘top dealmaker’ lists from American Lawyer, Variety and others

Lauren S Kramer is the generational tell: a comparatively recent law graduate now sitting on one of the biggest entertainment deals in history, and a recently elevated M&A partner at Skaddens. She is a reminder that the old BigLaw lockstep of “wait 15 years for anything interesting” is starting to crack for the right people at the right firms.

Behind them all sits a small army of capital-markets, finance, tax, benefits and antitrust partners and associates whose names will never make the Netflix IR release but whose blacklines will decide whether this deal survives regulator cross-examination.

The Deal Details

For deal junkies, several details make this one particularly rich:

• The structure is explicitly sequenced: WBD first spins off its Global Networks division (Discovery Global) into a separate listed company, then closes the Netflix sale of the studio, HBO and streaming assets – with closing guidance in the 12–18 month window and the separation targeted for Q3 2026.​
• The consideration mix, roughly $82.7bn enterprise value and $72bn equity value, at $27.75 per WBD share via a blend of cash and Netflix stock. The deal gives both Skadden’s and Debevoise’s capital markets teams plenty of work, including complex valuation, disclosure and risk‑allocation roles, along with a substantial debt package from Wells Fargo, BNP and HSBC.​
• The regulatory hurdles remain. Netflix reportedly faces a multibillion‑dollar reverse termination fee if the deal is blocked on regulatory grounds, echoing and arguably raising the stakes from the Microsoft/Activision template that some commentators think this deal will track. Major antitrust concerrns remain, potentially still being a deal-killing hurdle, as media outlets like CNN have reported.​

The Netflix deal is a case study in just how these megadeals come together, combining a range of often conflicting factors and interests.

But for Debevoise, the deal has cemented their role as the WBD ‘architect of record’, having advised Discovery in 2021 on the combination with AT&T’s WarnerMedia business, which created Warner Bros. Discovery and set the entire show up.

In 2025 the firm advised WBD on financing and capital market moves around the spin-off of its cable assets and other work, lead by Jonathan Levitsky and a team from Debevoise.

• And now it is acting for WBD on the sale to Netflix at an enterprise value of $82.7bn, as confirmed in the firm’s own announcement.

If Skadden is Netflix’s strike team and Wachtell is the board’s conscience, Debevoise is the institutional memory for the group – the people who know where the bodies are buried from the last shuffling of the media assets.

In other words: the content is Harry Potter and Batman, but the real game is control of the legal, regulatory and financial plumbing that decides who gets paid when the streaming wars finally end.