A class action lawsuit filed against Vince McMahon

Jan 11, 2023 - by Steve Gerweck

The first lawsuit stemming from Vince McMahon’s return to WWE has been filed.

WWE shareholder Scott Fellows filed a lawsuit against Vince McMahon in the Chancery Court of Delaware on January 10th 2023. McMahon is being accused of wielding his 81% voting control to oust three board members, replace them with “cronies” George Barrios and Michelle Wilson, and push through bylaw changes that would “impose his will on the board and WWE.”

Here is an excerpt from the lawsuit…

“Following an investigation into allegations of sexual harassment against McMahon, the Board unanimously determined it was not in the best interests of the Company and its stockholders for McMahon to return to WWE. Nonetheless, McMahon executed the Written Consent to remove certain directors who opposed him and add himself and two cronies to the Board. The Stockholder Approval Amendment went further and usurped the power of the Board to manage the affairs of the Company. It even prohibits the Board and officers from advocating for transactions McMahon may oppose even if they believe those transactions are in the best interests of the Company and its stockholders. As such, McMahon violated his fiduciary duties by executing the Written Consent. Plaintiff is entitled to a declaration that the Stockholder Approval Amendment is void and invalid. Plaintiff has no adequate remedy at law.”

The Amendment in question reads as follows…

“The Stockholder Approval Amendment violates Section 141 of the DGCL and WWE’s Charter, which vests management of the Company with WWE’s Board. The Stockholder Approval Amendment was also adopted for the inequitable purpose of holding the Board and management hostage with respect to virtually every major strategic decision. The Stockholder Approval Amendment prevents the Board or management from, directly or indirectly, authorizing, agreeing to, permitting, endorsing, recommending, approving, or effecting a new media rights agreement, a significant stock issuance, or an agreement that deters replacing directors without the prior approval of stockholders, i.e., McMahon.”
A spokesperson for McMahon and WWE did not immediately respond to a request for comment on Wednesday. Fellows is asking the Court to rule his lawsuit as a class action lawsuit so other shareholders can join and is asking that the Court awards him damages to cover legal costs.

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