Independent proxy advisory firm Glass Lewis is recommending Warner Bros. Discovery shareholders vote in favor of the $110 billion deal to combine with Paramount Skydance.
The proposed merger would create a major entertainment entity, merging extensive content libraries including "Game of Thrones," "Mission: Impossible," and "Harry Potter."
Warner Bros. shareholders are scheduled to vote on the merger on April 23.
Glass Lewis stated the deal offers Warner Bros. shareholders immediate and certain cash value, which they deem favorable. Despite potential risks like antitrust scrutiny, the firm believes the overall balance of factors supports the merger.
However, the proxy adviser also recommended shareholders vote against golden parachute payments that could award Warner Bros. CEO David Zaslav up to $887 million post-sale, citing "severe concern" over excise tax gross-ups and accelerated equity vesting for Zaslav.
The U.S. Department of Justice has issued subpoenas as part of its investigation into the Warner Bros. and Paramount Skydance merger.
Paramount has committed to paying Warner Bros. shareholders a 25-cent-per-share quarterly "ticking fee" starting in October if the deal is not closed by then.
The transaction is anticipated to finalize in the third quarter of this year.