Oak View Group CEO, Live Nation Board Hit With Shareholder Lawsuit

Oak View Group CEO Tim Leiweke and Live Nation Entertainment’s Board of Directors and officers have been named in a shareholder lawsuit alleging failures related to the Department of Justice suing the giant alleging antitrust violations last month. The shareholder derivative complaint, filed last Friday in California’s Central District Court, argues that the company directors violated their duties in failing to disclose the company’s noncompliance with a 2010 consent decree prohibiting certain anticompetitive conduct.

| READ MORE – Read the full legal complaint (PDF opens in new window) |

“In the years following the Live Nation/Ticketmaster merger, Live Nation’s officers and directors continued to cause Live Nation to engage in anticompetitive conduct and antitrust violations in defiance of the consent decree,” reads the complaint, filed by John Williams, a Live Nation Entertainment shareholder.

“Live Nation’s Board of Directors breached their fiduciary duties by knowingly allowing the anticompetitive misconduct to occur and by failing to cause Live Nation to comply with the consent decree,” it continued.

In addition, as demonstrated herein, Live Nation’s board of directors misrepresented to the Company’s shareholders and the investing public that Live Nation was cooperating with federal investigators, when in fact the opposite was true: Live Nation was actively attempting to thwart the federal investigations and was not cooperating with them. The Board’s failure to cause the Company to cooperate and failure to adhere to the terms of the 2010 consent decree directly led the United States Department of Justice and multiple State Attorney Generals in May 2024 to seek damages and a breakup of the Company.

Longtime Live Nation Entertainment CEO Michael Rapino was one of 18 named defendants in addition to the corporation itself. Also named were Live Nation board members Gregory Maffei (board chair and President/CEO of Liberty Media, which owns a controlling stake in LYV), Maverick Carter, Ping Fu, Jeffery T. Hinson, Chad Hollingsworth, Jimmy Iovine, James S. Kahan, Randall Mays, Rich Paul, and Latriece Watkins. Also named were Live Nation executives Joe Berchtold (President/CFO), Brian Capo (Chief Accounting Officer), John Hopmans (Executive Vice President), Michael Rowles (General Counsel and Secretary), John Rowles (Executive VP) and Dan Wall (Executive VP of Coproate and Regulatory Affairs). Former board member Dana Walden, who left the board in 2023, was also named due to her membership on the board during much of the period of alleged behavior.

Oak View Group CEO Tim Leiweke was also named as a defendant, due to his companies allegedly “aiding and abetting” Live Nation’s breaches of its fiduciary duty to shareholders through its alleged activities. Oak View Group was prominently named in the Department of Justice lawsuit, though it faces no direct charges. OVG Co-founder Irving Azoff was previously the CEO of Ticketmaster and a Live Nation Entertainment chairman, prominently involved in the merger of the two giants before departing to return to his core work as a music manager, founding OVG two years later.

| READ MORE – DOJ Allleges Oak View Group Colluded With, Rather Than Competed Against, Live Nation | 

The lawsuit largely relies upon conduct alleged by the Department of Justice in its lawsuit against Live Nation. That lawsuit, which seeks to break up the company and its Ticketmaster subsidiary, alleges that Live Nation and Ticketmaster leveraged their market dominance and retaliated against venues that didn’t use Ticketmaster as a vendor, repeatedly violating the consent decree it entered in 2010 as a condition of the DOJ approval of the merger of the companies. That decree was amended and extended in 2020 after a DOJ investigation found numerous violations, but the company and its leadership still did not correct its actions, leading to the serious legal peril it now faces, to the detriment of its shareholders.

By both engaging in such behavior and then not disclosing it to shareholders, the company leadership is directly responsible for that peril, per the lawsuit.

“In addition to … violating antitrust laws, the shareholder is alleging the exact same type of conduct violates their fiduciary duties to the company,” securities litigation attorney Andy Sumner told Law.com of the lawsuit. “They also say, in addition to violating these antitrust laws, you have defrauded shareholders or investors or potential investors by failing to disclose that you were engaging in this sort of conduct. So there’s really  two pieces of it—it’s the actual anticompetitive practice and it’s the disclosure piece to the shareholders.”

Williams is represented in the action by Bottini & Bottini of La Jolla, California. According to the company’s website, it secured a $310 million settlement with Google parent Alphabet in 2020 in a similar shareholder derivative lawsuit, with other cases against corporate giants like Apple, Tesla, Pacific Gas & Electric, and Facebook in its recent history.