Nearly every major executive involved in the TKO merger is scheduled to take the stand next month.
Former TKO Chairman Vince McMahon, current TKO CEO & Chairman Ari Emanuel, WWE President Nick Khan, TKO President Mark Shapiro, and WWE Chief Content Officer Paul Levesque are just a few of the witnesses slated to testify in the shareholder lawsuit over the TKO merger, which is set to go to trial beginning June 8 in the Delaware Court of Chancery.
Their names and others appear on a list of witnesses the parties submitted as part of their pre-trial order, filed publicly on Tuesday.
The lawsuit alleges that McMahon orchestrated the TKO deal in 2023 to save his own personal standing within the company that he had built over decades, after a wave of sexual misconduct allegations became public in 2022. The plaintiffs in the merger case claim McMahon only trusted that Emanuel and UFC owner Endeavor would allow McMahon to stay on after a deal. Other bidders, the plaintiffs say, weren’t allowed to have a fair shot at buying and, therefore, WWE shareholders were shortchanged. Shareholders could be awarded millions — potentially hundreds of millions — if they prevail.
Both plaintiffs and defendants plan to call McMahon and Emanuel as live witnesses in the courtroom. The plaintiffs also list Shapiro, Khan, and Raine banker Jeff Sine, who advised WWE on the deal.
The defendants in the case are McMahon — who has separate counsel from the rest — as well as then-WWE board members Khan, Levesque, George Barrios, and Michelle Wilson. WWE and TKO themselves are not defendants, though they are likely footing the legal bills for the non-McMahon defendants, and the companies could ultimately be responsible through indemnification if monetary damages are awarded. The defendants are accused of breaching their fiduciary duties as members of WWE’s board of directors; they deny the allegations.
Other live witnesses set to appear are Barrios, Wilson, former WWE executive and board member Frank Riddick, current TKO Chief Financial Officer Andrew Schleimer, former WWE board member and current TKO board member Steve Koonin, and TKO Chief Strategy Officer Mark Zhu. Zhu is expected to appear via remote video; the filing notes that he’s currently on parental leave and caring for a newborn child.
Certain other witnesses are listed by the plaintiffs as those they may call either live or whose testimony may be presented via already-recorded deposition testimony. These include Stephanie McMahon and former WWE board members Jeffrey Speed and Steve Pamon. Speed was the lead director overseeing the board’s internal investigation into allegations of misconduct against McMahon.
The plaintiffs have alleged that the investigation, which preceded McMahon’s July 2022 resignation, was a “sham” inquiry, which was essentially closed in the fall of 2022, shortly before McMahon’s formal engagement with the board in December, and his return in January 2023.
Also scheduled is Liberty Media CEO Marty Patterson. Liberty was among the bidders for WWE. Patterson was a senior-level Liberty executive when WWE was being shopped in early 2023. Greg Maffei, who at the time was in the role Patterson now holds, is shown in lawsuit filings calling the TKO deal “pre-wired,” in an internal email just after the news broke.
Key plaintiffs representing the class of shareholders, Dennis Palkon and Matthew Archer, are additionally set to be called by the defendants.
The plaintiffs will be arguing that the “entire fairness” standard should be applied to the case, which would raise the bar that the defendants would need to clear to prove that the merger was, in fact, a fair process.
Cases in the Delaware Court of Chancery are decided by the judge, as opposed to a jury. A judgment is not expected immediately at the trial’s conclusion. Presiding judge Vice Chancellor J. Travis Laster will likely issue a written opinion some months after the trial ends.
McMahon paid millions related to multiple nondisclosure agreements, which came to light in 2022 and were part of the board’s investigation. McMahon obtained releases on behalf of both himself and WWE. Janel Grant was one of the counterparties to one of those settlements. She filed a federal sex trafficking lawsuit against McMahon in January 2024, which led to McMahon’s more lasting resignation from WWE and TKO.
The joint proposed order indicates that pseudonyms will be used to refer to any of the women with whom McMahon signed NDAs. Aside from Grant and Rita Chatterton, the names of those women remain unknown to the public.
The joint pre-trial order is awaiting formal approval from Laster.
Plaintiffs intend to call live:
- Vince McMahon, then-WWE/TKO Executive Chairman
- Ari Emanuel, TKO CEO & Chairman, and then-Endeavor CEO
- Mark Shapiro, TKO President & COO, Endeavor President
- Jeffrey Sine, Raine banker
- Frank Riddick, then-WWE Chief Financial Officer and board member
- Andrew Schleimer, TKO CFO and then-UFC CFO
- Brendan Houlihan, expert witness
- James Canessa, expert witness
Plaintiffs may call live or by deposition:
- Jeffrey Speed, then-WWE board member
- Stephanie McMahon, then-WWE executive and board member
- Marty Patterson, Liberty Media President & CEO
- Steve Pamon, then-WWE board member
Defendants intend to call live (several witnesses also appear on the plaintiffs’ list):
- George Barrios, then-WWE board member and former WWE executive
- Brad Blum, former WWE executive
- Ari Emanuel
- Daniel Lee, Moelis Managing Director (an advisor in the process)
- Paul Finger, JP Morgan Managing Director (advisor)
- Nick Khan, WWE President and then-board member
- Steve Koonin, TKO board member, then-WWE board member
- Paul Levesque, WWE Chief Content Officer, then-WWE board member and executive
- Vince McMahon
- Frank Riddick
- Andrew Schleimer
- Mark Shapiro
- Jeffrey Sine
- Michelle Wilson, then-WWE board member and former WWE executive
- Mark Zhu, TKO Chief Strategy Officer and then-Endeavor executive
- Doug Perlman, expert witness
- Professor Steven Salaga, expert witness
- Professor David C. Smith, expert witness
- Matthew Archer, shareholder plaintiff
- Dennis Palkon, shareholder plaintiff
