WWE Shareholder Lawsuit Against Vince McMahon Over His WWE Return in 2023 & Sale to Endeavor Update – Mark Shapiro’s Testimony Contradicts WWE’s SEC Filings on How Vince McMahon Got “Lifetime Role” in TKO

As noted before, a group of WWE shareholders filed a lawsuit in November of 2023 against former TKO and WWE Executive Chairman Vince McMahon over claims that McMahon had engaged in a “sham sale process” for WWE’s sale to Endeavor. WWE directors and officers were ordered by the court this past December to turn over documents related to federal investigations into McMahon’s conduct. A judge had ruled this past March for redactions in the lawsuit to be removed.

Brandon Thurston reported that TKO Group COO and President Mark Shapiro was deposed this past December as part of the on-going shareholders lawsuit against WWE.

Thurston reported that during his deposition, Shapiro was asked if he viewed McMahon remaining in the Executive Chair role as a necessary condition for the success of the combined company.

Plaintiffs attorney – “You personally didn’t view Vince being in the executive chair role as a necessary condition for the future success of the combined company; right?”

Mark Shapiro – “Correct, especially with all the baggage.”

Attorney – “But at the end of the day, Vince is [sic] remaining with the company was a Vince goal, not an Endeavor goal; right?”

Shapiro – “Wasn’t a goal of ours, no, no, it was not,” Shapiro responded.

Thurston reported that Shapiro’s testimony contradicts public comments made by TKO CEO Ari Emanuel about McMahon’s role with TKO and him keeping McMahon during an interview with CNBC in April 3, 2023.

Ari Emanuel – …I would have body-slammed him if he [Vince McMahon] thought he was going to leave, because as I said to you before, here’s a man who has seen around the corners at every beat over the last 40 years of this business and has a vision for where this business, way before a lot of people see it. Him now being able to utilize what we have built in our flywheel, I’m the luckiest guy in the world, because I got Vince McMahon, a visionary, that sees around corners. I got Dana White, and what we’ve built, that is pretty unstoppable.

Scott Wapner – “So, you wanted him to stay?”

Emanuel – “Oh my god yes, oh my god.”

Wapner – “Did he have to convince you to stay?

Vince McMahon – “Not that much. I love what I do, I love building WWE. All my life is my passion, and to have an opportunity to have it grow like this in an exponential standpoint, can’t be better than that.

Wapner – “It’s an interesting plot twist, because not a lot of people saw this coming in fact, your own CEO, Nick Khan, told our David Faber just back in February, “Vince has to declare to the board, to me, to other upper management, he is 100% open to a transaction where he’s not included in the company moving forward.”

McMahon – “Sure.”

Wapner – “You were ready to walk away?

McMahon – “Absolutely.”

Emanuel – “I wasn’t going to let him. And let me tell you, we have a relationship for 23 years. There’s a trust. There’s a friendship. When you’re going into business and going forward, I think that’s important I’m glad he chose us, because it was a very competitive situation. But for us, it’s an honor and also, we’re so lucky because of his vision about where the business is and where it’s going.

Thursston reported that Shapiro’s testimony also contradicts a SEC filing by WWE regarding the merger which stated that Endeavor’s increased offer to WWE from 43% to 49% for its shareholders ownership stake in TKO was contingent on the condition that McMahon would serve as the Executive Chairman of TKO.

“Endeavor had conditioned the proposed increase in valuation upon Mr. McMahon serving as Executive Chair of the newly formed public company until his death, resignation or incapacity, having the right to nominate the five WWE representatives to serve among the 11 total directors on the newly formed public company board of directors and having a veto right over certain transactions, in each case until he sold down a to-be-agreed percentage of his equity or he no longer served as Executive Chair. The WWE advisors discussed with the WWE Board that Endeavor had stated that these governance changes were fundamental to Endeavor’s thesis for pursuing the potential transaction in light of, among other things, Endeavor’s belief that Mr. McMahon’s continued leadership as contemplated by the March 23 Endeavor Proposal would be critical to the value creation driving Endeavor’s desire to engage in the Potential Transaction.”

Thurston reported that the shareholders lawsuit is currently scheduled to go to trial this June.