The shareholder lawsuit over the TKO merger is set to go to trial June 8 in the Delaware Court of Chancery, and the witness list reads like a boardroom roll call of WWE’s most powerful names. Former TKO Chairman Vince McMahon, current TKO CEO and Chairman Ari Emanuel, WWE President Nick Khan, TKO President Mark Shapiro and WWE Chief Content Officer Paul Levesque are among those slated to testify.
The parties’ pre-trial order, which included the witness lists, was filed publicly on Tuesday. It sets up a closely watched courtroom fight over whether McMahon steered the 2023 deal to protect his own standing inside the company after sexual misconduct allegations became public in 2022.
The plaintiffs say McMahon believed Emanuel and Endeavor, the UFC owner, would let him remain in place after a deal, and they argue that other bidders were denied a fair shot at buying WWE. They say shareholders were shortchanged and could win millions, potentially hundreds of millions, if they prevail.
At the center of the case are claims that McMahon used the sale process to preserve his influence after the allegations surfaced. He resigned in July 2022, the plaintiffs say the internal investigation was essentially closed in the fall of 2022, then McMahon formally engaged with the board in December 2022 before returning in January 2023. WWE was being shopped in early 2023, and Liberty Media was among the bidders.
The defendants deny the allegations. They are McMahon and then-WWE board members Khan, Levesque, George Barrios and Michelle Wilson, who are accused of breaching fiduciary duties as directors. WWE and TKO themselves are not defendants, though they are likely footing legal bills for the non-McMahon defendants and could face indemnification exposure if damages are awarded.
Both sides plan to call McMahon and Emanuel live in court. The plaintiffs also list Shapiro, Khan and Raine banker Jeff Sine as witnesses, along with 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 by remote video because he is on parental leave and caring for a newborn child.
The plaintiffs may also call Stephanie McMahon and former board members Jeffrey Speed and Steve Pamon either live or through recorded deposition testimony. Speed led the board’s internal investigation into misconduct allegations against McMahon, which the plaintiffs have called a sham inquiry. Liberty Media CEO Marty Patterson is also scheduled as a witness. In earlier filings, former Liberty chief Greg Maffei described the deal as “pre-wired,” a phrase the plaintiffs say underscores their claim that the process was fixed before other bidders had a real chance.
That is what makes the June 8 trial consequential. It is not just a dispute over how WWE was sold. It is a test of whether the people running the company were serving shareholders, or serving McMahon’s return to power.
