Vince McMahon says shareholder lawsuit is trying to ‘harass and pressure’ him through discovery demands
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Vince McMahon is pushing back against efforts to force him to turn over more documents in a shareholder lawsuit over the TKO merger, arguing that the plaintiffs are overreaching and trying to use the case to pry into his personal life.
In a filing with the Delaware Court of Chancery made public Thursday, McMahon’s attorneys asked the court to deny the plaintiffs' motion to compel further discovery. The plaintiffs, including a pension fund that owned WWE stock, argue that McMahon predetermined UFC's then-parent Endeavor as a merger partner to protect his own power at the expense of WWE shareholders. The plaintiffs allege McMahon favored a buyer that would tolerate the sexual misconduct allegations against him.
The lawsuit is filed against McMahon and other directors of the WWE board at the time. WWE itself isn't a party to the lawsuit.
McMahon's lawyers stated that theory is "meritless" and that he's already agreed to produce all documents that connect the sexual misconduct allegations to the merger process.
But the former WWE Chairman and CEO is drawing the line at turning over what he calls "deeply personal and intimate communications" with women he had relationships with, and messages with family members about those relationships.
According to the filing, McMahon's legal representatives say those materials are irrelevant to the case, which they argue is about fiduciary duty—whether shareholders got a fair deal in the 2023 merger that put WWE and UFC together to form TKO Group Holdings.
McMahon's attorneys say the plaintiffs are using discovery as a way to "harass and pressure McMahon and his family" and re-litigate issues already addressed in a separate derivative lawsuit that was dismissed with prejudice before this class action was filed.
In simple terms, the two sides are litigating over how far discovery should reach. The plaintiffs want McMahon to turn over documents related to the misconduct allegations, even if they don't explicitly mention the merger. They say those records might show what motivated him to retake control of WWE and push a deal with Endeavor. McMahon says that goes too far; he's willing to turn over communications records about misconduct only if they also relate to the merger, but not personal messages that apparently have nothing to do with business decisions.
"Litigation should not be used for this purpose," McMahon's attorneys added.
McMahon says he's already offering several concessions. He says he's willing to provide documents that mention both the sexual misconduct topics and the merger or potential alternatives. That includes communications with key decision-makers at WWE, Endeavor, or TKO, including current WWE President Nick Khan, current WWE Chief Content Officer and McMahon's son-in-law Paul Levesque, and former WWE board members George Barrios, Michelle Wilson, Steve Koonin, Michelle McKenna, Steve Pamon, and Frank Riddick. He also agreed to produce non-disclosure agreements from before the merger, along with final board meeting minutes and resolutions from the Special and Demand Committees that reviewed the allegations.
What he opposes producing are private conversations that he says are unrelated to the deal process, particularly those with individuals not involved in merger negotiations.
The plaintiffs say McMahon is leaving out a key group of people: board members who left or were removed before the merger process began. Some resigned upon his return; others were removed to make room for himself, Barrios, and Wilson. Communications with those pre-merger board members, they say, could reveal why the board changed—and what McMahon wanted from the deal.
Notably, McMahon's daughter Stephanie McMahon served as co-CEO and Chairwoman until she resigned from all roles with the company in January 2023, just as McMahon was forcing his way back into the company to begin exploring a sale or merger.
Ignace Lahoud told the LA Times in 2023 that he left the WWE board because McMahon's return "wasn’t aligned with my way of seeing what governance is."
McMahon's legal team states that the plaintiffs already pursued a related theory in the earlier legal action, which was dismissed with prejudice, meaning the claims of that suit can't be brought again by the same plaintiffs.
McMahon argues that allowing this discovery would effectively allow plaintiffs to rehash claims from that case, dragging the focus away from the financial fairness of the merger and toward sensational allegations from the past.
The plaintiffs, however, previously argued that documents about how the misconduct allegations affected McMahon's thinking are relevant because they may explain why he returned to WWE in early 2023 and directed the merger process toward Endeavor, led by his longtime associate Ari Emanuel.
McMahon disagrees, arguing that the misconduct allegations were already public at the time and known to prospective buyers, including Endeavor, and that the plaintiffs already have access to that timeline from public records. He says he's agreed to turn over communications that speak to his motivation, including those discussing his potential role in the post-merger company.
As part of the TKO merger, McMahon became Executive Chairman of the TKO board. However, he resigned after a sex trafficking lawsuit was brought by former employee Janel Grant against him, WWE, and former executive John Laurinaitis.
McMahon says broader discovery would turn the case into a sideshow.
"If this Court grants Plaintiffs' Motion," his attorneys wrote, "this case will devolve into a mini-trial over the Sexual Misconduct Allegations."
The case is being overseen by Vice Chancellor J. Travis Laster, who hasn't made a decision on this issue yet.