Testimony From Mark Shapiro Contradicts Public Comments And SEC Filing Regarding Vince McMahon And TKO

Mark Shapiro was deposed in December as part of the ongoing shareholders’ lawsuit against WWE, which claims that Vince McMahon predetermined the transaction with Endeavor to secure his continued role at the company in light of the sexual misconduct scandal surrounding him, rather than shopping WWE to maximize shareholder value.

In his deposition, Shapiro was asked if he viewed McMahon remaining in the Executive Chair role as a necessary condition for the success of the combined company.

The following exchange took place (via Brandon Thurston of POST Wrestling):

“You personally didn’t view Vince being in the executive chair role as a necessary condition for the future success of the combined company; right?” an attorney for the plaintiffs asked Shapiro.

“Correct, especially with all the baggage,” Shapiro said.

“But at the end of the day, Vince is [sic] remaining with the company was a Vince goal, not an Endeavor goal; right?” the examining attorney followed up.

“Wasn’t a goal of ours, no, no, it was not,” Shapiro responded.

This testimony contradicts public comments made by Ari Emanuel, Shapiro’s partner at TKO.

Speaking to CNBC on April 3, 2023, when the WWE merger to form TKO was first announced, Emanuel said about keeping Vince, “I would have body-slammed him if he [Vince McMahon] thought he was going to leave, because as I said to you before, here’s a man who has seen around the corners at every beat over the last 40 years of this business and has a vision for where this business, way before a lot of people see it. Him now being able to utilize what we have built in our flywheel, I’m the luckiest guy in the world, because I got Vince McMahon, a visionary, that sees around corners.”

He reiterated his desire to keep Vince on when asked outright if he wanted Vince to stay.

“Oh my god yes,” replied Emanuel. Vince then confirmed that he wanted to stay. Emanuel also said that he wouldn’t let Vince walk away.

Shapiro’s testimony also contradicts an SEC filing regarding the merger, which stated that the proposal was increased on the condition that McMahon would serve as the Executive Chairman of TKO.

“Endeavor had conditioned the proposed increase in valuation upon Mr. McMahon serving as Executive Chair of the newly formed public company until his death, resignation or incapacity, having the right to nominate the five WWE representatives to serve among the 11 total directors on the newly formed public company board of directors and having a veto right over certain transactions, in each case until he sold down a to-be-agreed percentage of his equity or he no longer served as Executive Chair. The WWE advisors discussed with the WWE Board that Endeavor had stated that these governance changes were fundamental to Endeavor’s thesis for pursuing the potential transaction in light of, among other things, Endeavor’s belief that Mr. McMahon’s continued leadership as contemplated by the March 23 Endeavor Proposal would be critical to the value creation driving Endeavor’s desire to engage in the Potential Transaction.”

The merger lawsuit is scheduled to go to trial in June.