Paramount’s Legal Teams Shift on Path to Skydance Merger (1)

Paramount Global’s expected sale next year to a group led by David Ellison’s Skydance Media gives acting general counsel Caryn Groce the time she needs to win the job permanently, four people familiar with the matter said.

Groce, who began her career as an associate at Cravath, Swaine & Moore, has spent almost 15 years at Paramount and predecessor Viacom Inc. With the Skydance deal set to close in September 2025, Groce is “in the driver’s seat” to show the proposed buyers that she can handle the job, one of the people said.

Paramount’s deal with Skydance, if completed, is among the best possible outcomes for a legal unit hit hard by redundancies after a roller coaster of consolidations and mounting debt. Skydance’s relatively small legal group of roughly a dozen lawyers poses little threat to their counterparts at Paramount.

Yoo-Jean Chi, a former head of business affairs at Paramount Pictures, the company’s iconic film studio, joined Skydance in June as its president of global business and legal affairs. Chi started her career as an associate at Latham & Watkins, which is advising Skydance on its proposed purchase of Paramount and its Shari Redstone-led holding company, National Amusements Inc.

It’s unlikely Chi would make the jump from privately held Skydance to being legal chief for a publicly traded media company, said four people familiar with the matter who requested anonymity to speak freely. She could be a candidate to lead legal for the combined entity’s film division, they said.

“They need somebody who understands how public companies and boards operate, can make judgments on things like materiality, and knows how to conduct a shareholder meeting and deal with analysts,” said one.

Billionaire money manager Mario Gabelli, a major shareholder in Paramount, has said recently he could sue to block its sale to Skydance. Paramount, which laid off 800 employees earlier this year, is also looking to trim $500 million in costs as it adapts to a new streaming media environment and declines in the New York-based company’s broadcast and cable television businesses.

Skydance representatives didn’t respond to a request for comment about its legal staffing plans for Paramount.

Challenges Ahead

Paramount, which owns the BET, CBS, Comedy Central, MTV, and Nickelodeon networks, has watched its corporate legal team be hit by departures. David Hillman and Paramount’s global general counsel Christa D’Alimonte are some key lawyers to have recently left the company, which will also see deputy general counsel Seth Levin leave by year’s end.

D’Alimonte, a former partner at Shearman & Sterling, exited Paramount last month after more than a decade with the company and was replaced by Groce. D’Alimonte earned $5.8 million in total compensation last year. She may reap an estimated $6.5 million in severance after the termination of her employment.

“I have always been amazed by the extraordinary ways in which this department touches literally everything that happens at Paramount,” D’Alimonte wrote in an exit memo. “Our work doesn’t often make headlines or get recognized at glitzy award shows, but you are the heart and soul of this company.”

D’Alimonte’s sudden exit came just before Paramount clinched an agreement with Skydance after months of discussions. Among the legal advisers working on the matter, one firm was notably missing—Shearman, now called A&O Shearman after a recent merger of its own. D’Alimonte succeeded fellow former Shearman partner Michael Fricklas as Viacom’s general counsel in 2017.

Lawyers have been a major part of Paramount’s history and the mega-deals that have underscored the company’s various iterations under late media mogul Sumner Redstone, who started his career in the Justice Department.

Viacom acquired CBS in 2000. Cravath advised CBS on that union and Shearman & Sterling took the lead for Viacom. The two companies divorced six years after that mega-merger. They reunited in 2019 via another transaction that saw Shearman and Cravath advise Viacom and its board.

The combined ViacomCBS adopted the Paramount name in 2022. Cravath had a lead role representing a Paramount special committee that negotiated the $8 billion investment this month from Skydance and other investors.

Redstone Battles

Redstone’s daughter, Shari, and Philippe Dauman, another former Shearman partner who became Viacom’s general counsel and then chief executive, went to war several years ago for control of his media empire. The boardroom drama has continued with Paramount’s ouster earlier this year of former CEO Robert Bakish, which established a three-headed leadership structure at the company. Paramount’s board was also downsized around that same time.

Shari Redstone

David Paul Morris/Bloomberg via Getty Images

“At some point, Shari ends up hating everybody,” said one of the people, when asked about shifting legal alliances and director departures.

Within the last year a trio of lawyers—Nicole Seligman, Robert Klieger, and Candace Beinecke—have left Paramount’s board. Klieger, a veteran Los Angeles litigator and partner at Hueston Hennigan, has long represented the Redstone family and could do so again in shareholder litigation, two people said.

Simpson Thacher & Bartlett and Ropes & Gray are counseling Paramount and National Amusements, respectively, on the Skydance deal. Court filings show that Simpson Thacher and Delaware’s Morris, Nichols, Arsht & Tunnell are representing Paramount in Delaware litigation that could determine whether records related to the Skydance deal are made public.

Shearman’s ties to Paramount aren’t completely severed. A former associate at the firm, Keyes Hill-Edgar, remains a key executive at the company, which turned to Shearman last year to handle a $1 billion tender offer and the $1.6 billion sale of book publisher Simon & Schuster to KKR & Co.

Cravath’s engagement for Paramount’s special committee on the pending sale to Skydance could be a capstone to its work for a company and its predecessors, which were long considered a blue-chip clients on Wall Street.

The firm four decades ago saw litigator David Boies burnish his growing reputation by defending legacy CBS Corp. in a landmark libel lawsuit. It also advised Viacom-owned Paramount Pictures on its merger with DreamWorks SKG in 2006. That ill-fated union lasted just two years, yet Cravath—a firm whose entertainment industry clients include MGM Studios owner Amazon.com Inc. and The Walt Disney Co.—has seen its ties endure.