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Liberty Media facing further Class Actions

May 16, 2023

Two major Class Actions are naming Liberty Media and CEO Greg Maffei in their allegations.

One Class Action by shareholders in TripAdvisor, itself with a major shareholder in the shape of Liberty Media, can proceed with their lawsuit. The claim centres on a move by TripAdvisor from its existing Delaware domicile to Nevada and alleged breaches of “fiduciary duties” by Greg Maffei as a defendant along with other TripAdvisor directors. The trial opens on May 19th.

Greg Maffei is chair of TripAdvisor and president/CEO of Liberty Media.

The Action alleges that Maffei “Who has a unique history of using multi-class capital structures to achieve voting control despite far smaller economic interests in the companies he runs and employing sophisticated financial engineering to serve his personal interests at the expense of his minority investors. Maffei has a well-deserved track-record of being sued for breaching his fiduciary duties and this Court repeatedly denying motions to dismiss those claims.”

The TripAdvisor case is separate to an Action already running between shareholders of Pandora Media and defendants SiriusXM, and again citing Maffei in its allegations. The Action revolves around the $3.5 billion acquisition of Pandora by SiriusXM.

Delaware Chief judge Kathaleen McCormick, had already ruled in April that Sirius XM Holdings must face the Class Action allegations challenging SiriusXM’s acquisition of Pandora Media.

The judge has stuck to a trial schedule, denying a motion by the shareholder plaintiffs to amend their complaint. The SiriusXM/Pandora plaintiffs, including former heavy-metal drummer Richard Tornetta, claim that in the merger, “a renowned corporate wolf—Liberty/Sirius—infiltrated, wrought havoc upon, and severely harmed the stockholder flock by exploiting the shepherds duty-bound to protect it”. Former Pandora directors, now at the satellite radio giant Sirius, argue the merger was fair.

The TripAdvisor action lists a number of alleged questionable media-related transactions where Mr Maffei was involved, including:

  • Starz, where Maffei and other defendants answered the complaint without moving to dismiss and the action ultimately settled for $92.5 million.
  • Charter Communications, where the Court denied Maffei’s and most other defendants’ motions to dismiss and their motions for summary judgment,30 and the action settled for $87.5 million (final approval pending). SiriusXM (1), an earlier claim, and where the Court denied Maffei’s and other defendants’ motions to dismiss and the action settled for a cash recovery of $8.25 million.
  • Pandora, where the Court denied Maffei’s and other defendants’ motions to dismiss and the action is headed to trial in May 2023.
  • SiriusXM (2) denied Maffei’s and other defendants’ motions to dismiss 33 and the action is headed to trial in October 2023.

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