On April 4, we reported on the situation in these same columns. See Paramount : The scramble for entertainment assets continues.

At this stage, three candidates have come forward in the space of a few weeks: private equity fund Apollo, media magnate Byron Allen, and Skydance Media - headed by Larry Ellison's son, and backed by KKR for this operation.

Apollo's offer, which at first sight would have earned Class B shareholders a buyout price of at least $17 to $19 per share, was apparently rejected by Paramount's Board of Directors.

Rumors have it that the New York fund's offer was surprisingly "light", i.e., without assured financing, conditional on all kinds of provisions, and not yet approved by the decision-making partners.

The proposal from Byron Allen, chairman and founder of Entertainment Studios, would have earned Class B shareholders a buyout price of $21. It too was clearly rejected by Paramount's Board of Directors.

Moreover, some analysts expressed reservations about Byron Allen's ability to raise the necessary financing, while other observers pointed out some grey areas in his strategy for Paramount's assets.

Skydance therefore emerges as the most credible candidate at this stage, but on what terms? Judging by the initial information leaked to the press, Skydance and KKR would acquire all the Class A shares held by Shari Redstone at a price of at least $30 per share.

The group would then proceed with a capital increase dilutive for Class B shareholders, in which it would participate in order to deleverage the balance sheet. This explains why the price of Class A shares rose, while the price of Class B shares fell.

This raises the risk of a veritable legal imbroglio. Indeed, should Skydance's offer succeed on these terms, Paramount's historic shareholders who hold the Class B shares will not fail to sue the group's directors for having breached their fiduciary duty, notably by rejecting the offers from Apollo and Entertainment Studios.

On the other hand, some argue that a takeover - even a partial one - by Skydance would require it to treat Class A and Class B shareholders equally. In the USA, the debate is raging among experts in M&A law, with each side producing a variety of case law arguing in their favor.

Among the most astute and well-informed investors, we note that Warren Buffett has significantly reduced his holding in Class B securities; and that the man often referred to as "his banker" also reduced his stake in the company. Byron Trott, Chairman of BDT, recently invested in Shari Redstone's family holding company, without getting directly involved in Paramount's capital.