According to BloombergLaw.com, on January 10, 2023, WWE stockholder Scott Fellows sued Vince McMahon in the Delaware Chancery Court. Using his illegal 81% voting majority, McMahon is alleged in the lawsuit to have removed three board members, replaced them with supporters, George Barrios and Michelle Wilson, and pushed through bylaw changes that would “impose his will on the board and WWE.”

Fellows requests that the court declare his case to be a class action so that additional shareholders can join and that the Court provide him damages to compensate for his legal expenses.

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 in the lawsuit:

“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.”

Fellows is requesting that the Court declare his case to be a class action so that more shareholders can join and that the Court provide him damages to compensate his legal expenses.

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