In a high-stakes shareholder rights battle that could reshape executive compensation in the entertainment industry, the Delaware Court of Chancery has appointed Bernstein Litowitz Berger & Grossmann LLP (BLB&G) and Grant & Eisenhofer P.A. as co-lead counsel in the consolidated class action challenging Endeavor Group Holdings, Inc.’s proposed merger with a special purpose acquisition company (SPAC) tied to Silver Lake. The appointment, formalized on September 25, 2025, in In re Endeavor Group Holdings, Inc. Stockholder Litigation (Consol. C.A. No. 2025-XXXX-VCS), positions these powerhouse firms to spearhead allegations of fiduciary breaches, inadequate disclosures, and excessive golden parachutes for CEO Ari Emanuel and other insiders.
The litigation, filed in the Chancery Court—the preeminent venue for Delaware corporate disputes—stems from Endeavor’s August 2025 merger announcement, valued at $13 billion, which promises Emanuel a $1.2 billion payout and has drawn fire from institutional investors for diluting minority shareholders. BLB&G and Grant & Eisenhofer, both renowned for blockbuster recoveries (over $13 billion combined in recent years), were selected after a competitive motion for lead plaintiff status, edging out rivals like Kessler Topaz Meltzer & Check. Vice Chancellor Travis S. Laster, presiding, praised the firms’ “track record of excellence in merger challenges,” citing their roles in landmark cases like the $30 million TIBCO settlement and $37.5 million Silvergate recovery.
This dual appointment reinforces Delaware’s role as the battleground for corporate governance, where shareholder suits have surged 25% in 2025 amid SPAC scrutiny and M&A rebounds.
The Merger at the Heart of the Fight
Endeavor, the parent of UFC and WWE, announced the Silver Lake SPAC merger on August 15, 2025, aiming to take the company private and unlock value from its sports empire. The deal, priced at $27.50 per share—a 20% premium—includes $1.2 billion in equity awards for Emanuel and executives, plus accelerated vesting clauses that plaintiffs claim shortchange public shareholders. Lead plaintiffs—pension funds like the City of Orlando Police Pension Fund—allege breaches of fiduciary duty under Delaware’s Revlon standard, arguing the board failed to maximize value and disclosed conflicts inadequately.
The complaint, consolidated from four actions filed within days of the announcement, seeks injunctions against the merger or supplemental disclosures, plus damages if it closes. With Endeavor’s stock up 15% post-announcement (trading at $26.80 as of September 29), the suit could delay closing (targeted for Q4 2025) or extract concessions.
BLB&G partner Edward G. Timlin, a veteran of high-profile merger fights, hailed the role: “We’re committed to ensuring shareholders get the full story on this transformative deal.” Grant & Eisenhofer’s Jeremy Robinson added: “Delaware remains the gold standard for accountability in executive pay.”
The Firms’ Firepower: A Track Record of Triumphs
Bernstein Litowitz and Grant & Eisenhofer form a formidable duo, with a storied history of leading Delaware merger litigation:
| Firm | Key Recent Wins | Total Recoveries (Recent Years) | Delaware Expertise |
|---|---|---|---|
| BLB&G | $100M+ in Santander, Discovery, Walmart settlements (2025); AMC lead counsel (2023) | $13B+ | 15+ Chancery appointments; Jeroen van Kwawegen finalist for 2025 National Law Journal Litigator |
| Grant & Eisenhofer | $30M TIBCO settlement (2018); co-lead in LSI Corp (2014) | $13B+ (shared with BLB&G) | Co-lead in News Corp derivative (2013); consistent top plaintiffs’ firm per National Law Journal |
Together, they’ve secured over $26 billion for investors, earning accolades as “top U.S. securities plaintiffs’ firms” in Inigo’s 2025 survey. Their selection here leverages BLB&G’s M&A dominance and G&E’s governance prowess, promising rigorous discovery into Endeavor’s board processes.
Broader Implications: SPAC Scrutiny and Shareholder Power
This appointment amplifies 2025’s merger litigation wave, with Delaware courts handling 40% more SPAC unwind suits amid FTC probes into “de-SPAC” transactions. For Endeavor, it risks deal delays or renegotiations, especially as Silver Lake’s $13 billion bid faces antitrust eyes on UFC’s monopoly. Shareholders could net disclosures or fee concessions, echoing the $37.5 million Silvergate win.
For the industry, it’s a reminder of Delaware’s gatekeeper role: Post-Tricor decision, boards must prove “entire fairness” in conflicted deals, tilting leverage to plaintiffs like those here.
Voices from the Bar: A “Game-Changer” for Governance
Litigators are buzzing. “BLB&G and G&E’s tag-team is a nightmare for conflicted boards—expect fireworks,” said Kessler Topaz’s Adam Wierzbowski, a rival in the motion. On LinkedIn, BLB&G’s Jeroen van Kwawegen posted: “Honored to lead for shareholders in this pivotal fight.” Skeptics warn of “frivolous” suits, but Vice Chancellor Laster’s nod affirms their merit.
For U.S. investors, this bolsters protections in a $5 trillion M&A market, potentially curbing executive excesses. Economically, it pressures deals like Endeavor’s, fostering transparency. Politically, it ties to FTC’s SPAC crackdown under Biden.
As discovery ramps, Bernstein Litowitz and Grant & Eisenhofer’s lead role promises a rigorous reckoning—ensuring Endeavor’s merger doesn’t shortchange those who built its empire.
By Sam Michael
September 30, 2025
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