Bernstein Litowitz Berger & Grossmann and Block & Leviton Secure $147.5 Million Recovery for Former WWE Stockholders on Eve of Trial
August 21, 2026
In a major win for former stockholders of World Wrestling Entertainment, Inc. (“WWE”), Bernstein Litowitz Berger & Grossmann LLP (“BLB&G”), alongside co-counsel Block & Leviton LLP, announced the resolution of a breach of fiduciary duty class action brought on behalf of WWE shareholders challenging the company’s merger with Ultimate Fighting Championship in 2023. The combination created a new company known as TKO Group Holdings, Inc., a subsidiary of Endeavor Group Holdings. The lawsuit alleged that WWE co-founder and controlling stockholder Vince McMahon manipulated the merger process to favor his personal interests over those of WWE’s public shareholders.
The $147.5M settlement was reached the last business day before trial was scheduled to begin in the Delaware Court of Chancery. The company and its insurers will cover obligations for all defendants other than Vince McMahon and is paying $105M of the $147.5M total.
Among other claims, plaintiffs alleged that following McMahon’s forced ouster from WWE amid sexual misconduct revelations and resulting federal investigations, he initiated secret buyout negotiations with his longtime friend and former agent, Endeavor CEO Ari Emanuel. According to the lawsuit, McMahon personally effectuated a board coup at WWE and approved the merger unilaterally without standard governance safeguards, such as the use of an independent special committee or a majority-of-the-minority vote.
The case required the BLB&G and Block & Leviton teams to execute on sophisticated strategies in the run-up to trial. The firms scored a pivotal victory in May 2026 when the court sanctioned McMahon and another WWE executive for destruction of evidence during key moments in the process leading to the challenged merger.
“This settlement reflects outstanding work by every member of both lead counsel’s teams,” said Mark Lebovitch, co-head of BLB&G’s Corporate Governance practice. “This case highlights that thoughtful and determined advocacy remains stockholders’ most effective and critical tool to counter corporate controllers who exercise power without regard to historic corporate governance norms.”
Greg Varallo, BLB&G’s co-head of Governance practice and co-lead trial counsel in the matter added, “When considered together with our recently announced Continental Resources settlement in Oklahoma, also reached on the courthouse steps, it is clear that the BLB&G governance trial team is firing on all cylinders.”
BLB&G Governance partner Tony Calvano said, “Positioning a case of this magnitude to settle on the proverbial courthouse steps required patience, determination, nuanced judgment and unwavering advocacy in the face of fierce opposition. We overcame an array of complex challenges in a hotly contested litigation with powerful adversaries, achieving an exceptional recovery for WWE’s public stockholders.”
In a surprise development, after accepting the settlement described above, certain defendants have delayed signing the settlement papers as they engage in an internal dispute regarding how the settlement will be funded. This is concerning because resolving who makes the payment was not a condition of the settlement and further delay undermines the expected timing of the receipt of settlement proceeds by investors. We have raised this matter with the Court and, if the defendants do not honor their agreement promptly, we intend to move the Court to enforce the bargain to which all parties agreed.
Unless Defendants renege on their agreement and force Class Counsel to enforce the settlement, we anticipate that the details of the settlement will be finalized and presented for Court approval in the coming weeks. There can be no assurance that Defendants will honor their bargain in a timely manner, however.
BLB&G and Block & Leviton are proud to have achieved a meaningful result for stockholders at this critical moment for corporate governance law and practice.