Billionaire investor Mario Gabelli he has not yet decided whether he will file a legal challenge Skydance Mediahis fusion with Paramount Global.

Gabelli is the founder, president and CEO of GAMCO Investors, which represents clients that own approximately 12.5% ​​of Paramount Global’s Class A voting stock. This makes the firm and its customers the largest group of Class A shareholders after National Amusements Inc. (NAI) of Shari Redstone, Paramount’s controlling shareholder.

In a filing with the FCC, a lawyer representing the Gabelli Value 25 Fund and its affiliated funds, investment advisers and investors asked the commission to “delay the resolution” on whether to transfer CBS’ broadcast licenses to the new ownership group that includes Skydance and RedBird Capital Partners until the date the investment firm has “determined whether to initiate litigation against the board of directors of Paramount, NAI and/or Skydance for breach of fiduciary duty (or supporting) under Delaware law and/or if the transaction violates federal law.”

Representatives for Paramount Global, Skydance and NAI declined to comment. The letter, dated Nov. 8 and filed with the FCC on Tuesday, is available at this link.

Separately, a shareholder lawsuit seeking class action status was filed in July against Redstone, NAI, Paramount Global and Skydance board members and CEO David Ellison, according to Paramount’s Nov. 4 SEC filing to register securities for a business merger or acquisition.

On July 7, after months of negotiations, Redstone struck a deal to sell NAI to Skydance-RedBird, which would then merge Paramount with Skydance.

On July 12, Gabelli Value “requested that Paramount inspect certain books and records” under Delaware law regarding the company’s announced merger with the Skydance group, according to the letter from the investment company’s attorney. This is “part of an ongoing investigation by the Gabelli Entities into the fairness of the Merger to minority shareholders and, in particular, concerns about the sale of NAI’s controlling interest in Paramount,” said the letter to the FCC, which was signed by Vincent R. Cappucci, Senior Partner and Chair of the Securities Litigation Department at Entwistle & Cappucci LLP.

Regarding Paramount’s Nov. 4 S-4 filing, Gabelli Value’s letter claimed that “The proxy statement does not provide adequate disclosures about either the process leading to the board’s approval of the merger, the fairness of the merger consideration, or does not provide adequate information. provide any disclosure that would enable shareholders to determine whether the consideration that should be paid to them is being diverted to NAI for its controlling interest in the Company.” In addition, the transaction “is not subject to a minority shareholder vote, and minority shareholders are being offered only non-voting shares of Paramount after the merger. This disenfranchises Class A holders who currently have voting rights and leaves the operation of these important media assets essentially uncontrolled,” Gabelli’s lawyer said in the letter.

IN A interview with Variety in July following the announcement of the Paramount-Skydance-NAI deal, Gabelli praised the Skydance and Paramount teams for “fantastic work” in detailing how the combined company could achieve synergies in content production and global distribution and through potential streaming joint ventures. However, Gabelli said he needs more transparency about the deal and, in particular, the value of NAI’s sale.

The Paramount-NAI-Skydance-RedBird offering has a enterprise value estimated at $28 billion and gives Skydance an implied valuation of $4.75 billion. NAI shareholders will receive $1.75 billion and the assumption of NAI’s debt (for a total enterprise value of $2.4 billion), while Paramount Global Class B common shareholders will receive $15 per share. About $6 billion of the money to finance the deal comes from the Ellison family (ie Larry Ellison) and about $2 billion is from RedBird. In October, the Skydance group sent an updated filing to the FCC to reflect this David Ellison to own 100% of the Ellison family’s voting interests in the new Skydance-Paramount combine — not his father, Larry Ellison, as earlier documents indicated.

The letter filed on behalf of Gabelli Value said: “Potential fiduciary and/or federal securities violations that are the subject of Gabelli Value’s investigation may have far-reaching consequences for the Company and existing minority shareholders and should respectfully be considered by to the Commission before acting on the request for approval of the transfer of control of Paramount.”

According to Paramount’s Nov. 4 SEC filing, the terms of the Skydance deal give Redstone and other NAI shareholders “certain indemnification rights” related to the sale, capped at a maximum of $200 million. This replaced previous indemnification agreements that were in place that provided for “unlimited indemnification” of NAI stockholders “for losses incurred in connection with their status as controllers of NAI and, in the case of Ms. Redstone, Paramount, in any litigation relating to the Transactions or the Transaction NAI”, according to file S-4.