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Vince McMahon appears to be resisting or delaying full compliance with discovery in the ongoing WWE shareholder lawsuit filed last year over the TKO merger. In filings submitted last Tuesday and Wednesday, the plaintiffs asked the Delaware Court of Chancery to compel him to respond to discovery requests, including by producing certain documents.
The shareholder group, led by the Laborers’ District Council and Contractors’ Pension Fund of Ohio, alleges McMahon predetermined the process that led to WWE merging with UFC’s parent Endeavor. The case is now in the discovery phase, where both sides are required to exchange evidence. The plaintiffs state they want non-privileged materials related to McMahon covering the period from January 1, 2022, through March 12, 2024. But details of what exactly they’re asking for are sealed from public view.
It’s not unusual for parties in lawsuits to object to turning over certain records, especially if they believe those records are privileged, like communications with legal counsel. It’s unclear whether that’s the specific issue here. Because the filings are sealed, we don’t know what McMahon is withholding or why.
A message to McMahon’s representatives requesting comment for this report wasn’t immediately returned.
The court has given McMahon until May 14 to oppose the motion. If he doesn’t, the court could automatically grant the plaintiffs’ request.
This shareholder class action lawsuit isn’t a new case. It was originally filed in November 2023. It alleges that WWE’s Board of Directors and McMahon failed to uphold their fiduciary duties by not running a fair company sale process. According to the complaint, Endeavor wasn’t the highest bidder; it was simply the one bidder that would allow McMahon to stay in power after he forced his return to the company in early 2023.
The plaintiffs claim McMahon decided ahead of time to make a deal with longtime friend and Endeavor founder Ari Emanuel, and that other better offers were ignored because they would’ve meant McMahon would’ve been bought out of the company. WWE and Endeavor agreed to an all-stock deal in 2023, resulting in the formation of TKO. The merger kept McMahon on as Executive Chairman and a major stockholder. However, the super-voting power tied to his Class B founder shares, which had previously allowed him to control WWE despite holding a minority of its equity, was eliminated.
McMahon eventually resigned from WWE (and TKO) for the second time in January 2024, after former WWE employee Janel Grant filed a sex trafficking lawsuit against him.
If the shareholder lawsuit is successful, it could lead to those who held WWE shares during the relevant time period being compensated.
Many entities and board members involved in the merger process have already been subpoenaed in the case, including WWE President Nick Khan and Chief Content Officer Paul Levesque.
The suit also challenges the Board’s investigation into McMahon’s alleged sexual misconduct, which was launched after multiple million-dollar nondisclosure agreements with women formerly employed by the company came to light in 2022. The plaintiffs claim the investigation was a “sham” and that the Board cooperated with McMahon instead of acting independently and in shareholders’ interests.
McMahon’s apparent resistance in complying with discovery could delay the case, which might have strategic benefits. The longer depositions are pushed back, the harder it may become for witnesses to recall the specifics of relevant events from 2022 and 2023.
This is also not McMahon’s only ongoing legal entanglement. Though he has not been charged with any crime, McMahon at least was the target of a separate federal criminal investigation. An attorney for McMahon has previously stated that the investigation has been dropped. But stemming from that case, a federal appeals court ruled in February that certain communications between McMahon and his former longtime attorney Jerry McDevitt weren’t protected by attorney-client privilege.
Attorney-client privilege generally prevents lawyers and their clients from having to disclose their communications in litigation, but there are exceptions. The appeals court agreed with the lower federal court that there was probable cause that communications related to the NDA McMahon made with Grant were made in the furtherance of potential fraud.
It’s unclear whether the issue now being litigated in the shareholder lawsuit concerns attorney-client privilege. Some of the filings that might provide further insight are sealed.
While this lawsuit in Delaware Chancery Court isn’t directly tied to Grant’s lawsuit in federal district court in Connecticut—in which Grant alleges she was sexually assaulted and trafficking by McMahon—both matters touch on the same WWE Board actions and concern a similar time period. Grant has also been pushing for her case to begin discovery. If the shareholder case results in document disclosures or depositions, that evidence could support Grant’s case.
It’s also possible McMahon is simply asserting his legal rights. Parties are allowed to challenge discovery requests, especially when privileged material is involved.
Brandon Thurstonhas written about wrestling business since 2015. He operates and owns Wrestlenomics.
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