The Delaware Chancery Court tapped Bernstein Litowitz Berger & Grossmann LLP and Grant & Eisenhofer PA on Monday as lead co-counsel for the shareholder class action over sports and entertainment company Endeavor Group Holdings Inc.'s $13 billion take-private merger.
In an opinion letter, Vice Chancellor Lori W. Will ruled that the two law firms' clients, Icahn Enterprises investors and Handelsbanken Fonder AB, had a vast economic stake in the case accusing Endeavor Group, the majority owner of UFC and WWE, of lowballing their value in the merger in March 2024.
The vice chancellor wrote that the competing plaintiff, retail investor Ricardo Garcia, held too little stock to credibly supervise the litigation with his representation, Friedman Oster & Tejtel PLLC, and Icahn Enterprises' large investment outweighed Garcia's concerns about the timing of his stock purchases.
Icahn Enterprises, an investment giant, holds more than $700 million worth of Endeavor shares with Handelsbanken Fonder AB, the other co-lead plaintiff.
Vice Chancellor Will selected Icahn Enterprises over Ricardo Garcia, even though the former bought its shares "just before the merger closed, suggesting it is a litigation arbitrageur rather than an aggrieved stockholder." The more than 27 million shares of Endeavor Group represent a higher stake and incentive in the litigation, she said.
"The retail stockholder's [Garcia] trivial stake provides little incentive to effectively oversee the lawsuit," she said in her ruling.
The consolidated class actions, filed originally in April 2024, alleges Endeavor Holdings undersold itself by a billion dollars or more, and that Endeavor Group and affiliate Silver Lakes breached their fiduciary duties by undervaluing Endeavor to advantage themselves at the expense of shareholders.
Endeavor initially merged its UFC subsidiary with WWE to form the publicly traded TKO Group Holdings in September 2023. In February 2025, TKO acquired three companies from Endeavor, which was then taken private by Silver Lake in March 2025, leaving Endeavor as a privately held company with a controlling stake in the now-larger TKO.
While Vice Chancellor Will acknowledged both Icahn Enterprises and Garcia had highly qualified attorneys and well-pled complaints, Garcia owned just 27 shares, valued under $750, a stake that pales in comparison to the roughly $757 million that Icahn Enterprises and Handelsbanken own.
"Icahn Enterprises and Handelsbanken's collective interest is more than one million times larger than Garcia's," Vice Chancellor Will said in her ruling.
She said differences in proposed fee structures were also an important factor, as they bear directly on counsel's alignment with the class.
Icahn Enterprises and Handelsbanken negotiated a fee cap of 22%.
"[This] serves as an early check on attorney self-interest and demonstrates that the plaintiffs are mindful of protecting the class from excessive fees," Vice Chancellor Will wrote. "This arrangement contrasts with the Garcia Group, whose proposal is silent on fee expectations, leaving the court without a corresponding assurance."
Although Vice Chancellor Will said appointing Handelsbanken alone could have avoided future challenges, she declined to alter the alliance proposal with Icahn Enterprises, saying it protects the class.
Representatives for plaintiffs and defendants didn't immediately respond for comment Monday.
Lead plaintiffs are represented by Gregory V. Varallo, Benjamin Potts, Margaret Rockey, Daniel Meyer and Mae Oberste of Bernstein Litowitz Berger & Grossmann LLP, and Michael J. Barry, Christine M. Mackintosh and Vivek Upadhya of Grant & Eisenhofer PA.
Ricardo Garcia is represented by Ned Weinberger, Brendan W. Sullivan, Carol C. Villegas, John Vielandi, Joshua M. Glasser, Jiahui (Rose) Wang and Tae Kyung Yang of Labaton Keller Sucharow LLP and Jeremy Friedman, David Tejtel, Lindsay La Marca, Alexander Krischik and David Rosenfeld of Friedman Oster & Tejtel PLLC.
Silver Lake Group LLC is represented by Kevin R. Shannon, Berton W. Ashman Jr., Mathew A. Golden, Callan Jackson and Megan Thomas of Potter Anderson & Corroon LLP.
Endeavor Executive PIU Holdco LLC is represented by Raymond J. DiCamillo, Robert L. Burns, John M. O'Toole and Alfred P. Dillione of Richards Layton & Finger PA.
This case is In re: Endeavor Group Holdings Inc. Stockholders' Litigation, case number 2025-0663, in the Delaware Chancery Court.
Sep 29
Deal Summary
