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“Obtaining discovery into the merger process has been a tooth-pulling exercise,” the shareholder plaintiffs in the WWE merger lawsuit wrote. In a filing that was made public on Tuesday, the plaintiffs asked the Delaware Chancery Court to extend the window for gathering evidence, as we reported last week.
The plaintiffs, led by an Ohio labor union pension fund, claim that the gathering of evidence so far, “confirms that WWE executive chair and controlling stockholder, Vince McMahon, faced material conflicts with respect to the merger, and that Endeavor’s principals [including current top TKO executives Ari Emanuel and Mark Shapiro] exploited those conflicts to induce McMahon to clandestinely pre-wire a deal while nominally running an open sale process.”
The claim is consistent with the plaintiffs’ overall theory that McMahon predetermined the sale process to assure he stayed with the company afterward, despite sexual misconduct allegations made against him. McMahon has denied the allegations made by the shareholders in this case as well as the related sexual misconduct claims.
In the newly unsealed court filing, which contains many redactions, the plaintiffs argue that attorneys from Latham & Watkins — who represent the defendants, and non-party TKO executives, TKO CEO Ari Emanuel and President Mark Shapiro — are dragging out the process by withholding documents and scheduling depositions at the last possible moment.
The motion filed Friday also states that federal authorities seized McMahon’s mobile device in mid-2023. The device was returned to him recently in October, and the plaintiffs say McMahon cooperated to produce about 6,500 “documents” from that device on Oct. 31. The filing doesn’t explain what those records consist of or whether 6,500 is largely a count of individual text messages.
WWE President Nick Khan, along with Chief Content Officer Paul Levesque and former WWE board members George Barrios and Michelle Wilson, are the defendants in the case, along with McMahon. McMahon is represented by separate counsel from Kirkland & Ellis.
McMahon was scheduled to sit for a deposition on Monday and is presumed to have done so. Statements from depositions, conducted under oath, are not made public immediately, but they may become part of the case as it progresses. Many other executives, including Levesque, have been deposed already as well.
Depositions of Khan, Emanuel, and Shapiro are among the final ones, with dates set throughout December. Those dates fall after the deadline for requesting documents, which passed last Friday, the day the plaintiffs filed their motion. They argue that this timing undermines their ability to prepare their case and reflects a broader pattern of resistance by the defendants to turn over key information.
Representatives at WWE and TKO did not respond to a request for comment for this report.
Read the plaintiffs’ motion embedded at the bottom of this article.
The lawsuit, brought on behalf of WWE shareholders, challenges the company’s 2023 merger as Endeavor spun off the world’s leading MMA company, UFC. Plaintiffs say they began requesting deposition dates over the summer, but were given only a few options late in the year: December 2 for Emanuel, December 8 for Shapiro, and December 18 for Khan. The plaintiffs say this “backloading” of the schedule is “highly prejudicial,” meaning they believe the delay is unfairly harming their ability to build their legal case.
In an effort to support their argument, the plaintiffs’ attorneys quoted from a 2024 legal article co-written by the judge overseeing this case, J. Travis Laster: “Information is power, so not producing documents deprives an adversary of power,” Laster and his co-author wrote. “Time is another precious resource, so backloading the discovery schedule when producing documents or witnesses deprives the adversary of time.”
In addition to scheduling issues, the shareholders describe long delays and gaps in document production. They say Khan and others have not fully responded to requests for information, including communications records with federal investigators from 2022 to early 2024, when those agencies were investigating McMahon’s alleged misconduct.
WWE’s 2023 regulatory filings from the time describe an early framework for the eventual TKO deal in which Endeavor and WWE discussed a 57%-43% all-stock merger in Endeavor’s favor. Possibly running counter to the plaintiffs’ narrative, the final agreement was a 51%-49% split that increased WWE’s share, conditioned on McMahon remaining with the company. On the day the TKO deal was announced, Emanuel told CNBC that he insisted McMahon stay.
WWE’s 2023 disclosures also outline three alternative offers the company considered. All were cash proposals: one for $95 to $100 per share, another for $90 to $97.50 per share, and a third for $76.83 per share. The plaintiffs argue that each of these options would have removed McMahon from the company. They cite letters included in WWE’s SEC filings that show McMahon pushing to return while the board unanimously rejected that idea, a standoff that ended in January 2023 when he used his controlling voting power to reinstate himself, remove certain directors, and install former top executives Barrios and Wilson in their place. The lawsuit claims that Barrios, Wilson, Khan, and Levesque cooperated with McMahon and breached their fiduciary duties by failing to pursue the best available outcome for shareholders.
McMahon later resigned for the second time in January 2024, days after former employee Janel Grant filed a sex trafficking lawsuit against him and WWE.
Plaintiffs contend that extending fact discovery to January 8 will let them resolve outstanding disputes and prepare for upcoming depositions without delaying the trial date. The defendants representing Khan, Levesque, Barrios, and Wilson have opposed the seven-week extension and offered a compromise to extend two additional weeks, but under the condition that no new discovery requests be made during that period.
Tentatively, the case is set for trial from June 8 to 12, 2026.
