The WWE-UFC merger is being challenged with a class action lawsuit alleging Vince McMahon pushed for a “quick sale” at the expense of investors and accepted a deal that would allow him to stay on as an executive chairman of the newly formed TKO Group.
Investors filed the lawsuit in the Delaware Court of Chancery on November 22. It claims McMahon “used his domineering personality and control over WWE to carry out his own personal agenda at the expense of the Company’s public stockholders.” The challenge states McMahon sought to sell the WWE to Endeavor and TKO Chief Executive Officer Air Emanuel, “a close friend and longtime ally.”
The WWE-UFC merger combining two live entertainment juggernauts was announced in April, creating the TKO Group which launched in September. The new copany aims to reach more than a billion fans in 180 countries, as well as host 350 annual live events. While there are no plans for a massive overhaul of either league, executives hope to expand the audiences of each sport.
The lawsuit said that unnamed companies made better cash offers to purchase the WWE but would have ousted McMahon from the wrestling industry. However, Emanuel’s proposal allowed McMahon to stay on as an executive chairman of TKO Group despite a growing number of sexual misconduct allegations.
McMahon, WWE President Nick Khan, Chief Content Officer Paul Levesque, former WWE co-Presidents George Barrios and Michelle Wilson, and “others” are named in the complaint.
In July 2022, McMahon briefly retired from the WWE after he was found to have paid a former WWE paralegal $3 million in hush money to cover up an affair. This led to “numerous other women” who later came forward with “horrific stories about sexual abuse and harassment at the hands of McMahon,” resulting in nearly $15 million in payments to survivors.
In February, an investor sued the WWE for information about these allegations, hoping to ban McMahon from the company’s board after claims emerged that he “raped and sexually assaulted employees and contractors over the course of decades,” according to Bloomberg Law.
McMahon resumed control of the WWE in January, replacing three independent directors from the board with himself, Michelle D. Wilson, and George A. Barrios. His daughter Stephanie McMahon, WWE chairwoman and co-chief executive officer, and two more independent directors resigned.
When looking for a buyer for the WWE, board members said McMahon claimed “it was ‘necessary’ for him to act as WWE’s Executive Chairman to oversee his desired strategic review process” but in reality set up a “sham sales process” designed to favor Endeavor and exclude other bidders seeking to axe McMahon,” the plaintiffs argued.
“McMahon was maneuvering to secure his power and control over the company in the face of mounting stockholder discontent and government investigations into his illegal predatory behavior,” according to the lawsuit.
The investors cited McMahon saying at the time that he “wanted to lead any talks about a possible sale or rights negotiations himself” before deciding on his former agent Emanuel, who investors said “knew would allow him to remain at the helm of the merged entity.”
Investors claimed McMahon accepted a deal with Endeavor despite “undisclosed companies” having made cash offers that the board never responded to as it would have barred McMahon from “rolling over his shares, which would’ve signaled his ‘complete ouster’ from the wrestling world.”
The WWE signed confidentiality agreements with possible bidders on February 6. Endeavor submitted its proposal to merge the WWE and UFC the next day for $88.43 per share and 57% of the combined business. Offers from other interested companies ranged from $95 to $100 per share.
“McMahon stuffed his pockets and those of his loyalists before agreeing to a deal,” said the lawsuit. “Specifically, McMahon ensured that he and WWE’s CEO Nick Kahn were awarded retroactive and significantly more valuable employment agreements containing lucrative golden parachutes in the case of post-merger termination.”
The deal also included a $15 million cash bonus to Kohn, $5 million to Paul Levesque, and $5 million to WWE President and Chief Financial Officer Frank A. Riddick III. The merger went through at $95.66 per share.