A Sticking Point in Paramount and Skydance Talks: Who Pays For a Lawsuit?

Paramount and Skydance have haggled for months over an ambitious merger that would usher in a new ruler of a sprawling media kingdom that includes CBS, MTV and the film studio behind “Top Gun.”

The talks reached an even greater intensity in the past week, but at least one major sticking point has emerged between Shari Redstone, Paramount’s controlling shareholder, and Skydance. In the event that Paramount’s investors sue over the merger, which party is on the hook to defend the deal in court?

National Amusements, the parent company of Paramount, wants Skydance to provide legal protection in the event of a lawsuit, warding off shareholders that may file objections to the merger, according to three people familiar with the matter. Skydance has not yet signed off on that deal term.

Legal protection — also known as indemnification — is among the crucial outstanding terms in this deal, which has already been condemned by some Paramount shareholders who protested that it would enrich Ms. Redstone at the expense of other investors.

The deal could still fall through. There are several outstanding issues in the negotiations between Skydance and Paramount, which have recently resumed talks. A special committee of Paramount’s board of directors supports a deal with Skydance. (Puck reported earlier that the special committee had greenlit the deal.)

Another issue that has yet to be settled is whether Paramount will be given a “go-shop” period to see if it can get a superior offer to the Skydance deal or submit the deal to a shareholder vote, according to two people familiar with the matter. A shareholder vote and a “go-shop” period would protect Paramount and National Amusements from lawsuits, but it could prolong the deal-making process.