The WGA has taken another shot at Endeavor’s public offering Thursday, warning potential investors that the new public company’s corporate governance structure “dramatically favors company insiders,” including CEO Ari Emanuel and executive chairman Patrick Whitesell, and “restricts public investors’ ability to exercise meaningful oversight.
Endeavor couldn’t comment because it’s in a so-called “quite period” that doesn’t allow it to make any public comments that might influence the stock price.
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“The potential for conflicts of interest with public investors echoes current practices in Endeavor’s representation business that have enriched the agency at the expense of its clients, and that recently caused 1,400 writer-clients to walk away from the firm,” said Laura Blum-Smith, the WGA West director of research.
This is the second “investor alert” the guild has issued about the IPO. Earlier this month, the guild warned potential investors that they “should be aware of serious conflicts of interest inherent in Endeavor’s key operations, which have caused substantial client loss and put the company’s representation revenues at risk.”
The warnings come as the guild and Endeavor subsidiary WME and the other major talent agencies are locked in a protracted battle in which the guild is trying to reshape the agenting business.
“Endeavor’s dual-class stock structure gives CEO Ariel Emanuel, Executive Chairman Patrick Whitesell, and affiliates of private equity owner Silver Lake control of most of the company’s non-traded Class Y shares, which carry 20 votes compared to the single-vote public Class A shares,” the guild said in today’s letter. “The company admits that this concentrated control of voting shares may prevent ownership changes ‘even if such events are in the best interests of minority stockholders.’ Endeavor’s dual-class structure will likely disqualify it from inclusion in FTSE Russell and S&P Dow Jones indices, which Endeavor notes could adversely affect the market price of its Class A common stock.”
The guild also took a shot at the lack of diversity on Endeavor’s board of directors. “Endeavor has thus far chosen five men to sit on its board despite the recent controversies over diversity in Hollywood and the recent sexual assault scandals involving not only top executives such as Harvey Weinstein but also talent agents, one notably a former operating board member at Endeavor’s talent agency.”
That’s apparently a reference to Adam Venit, a former WME partner and an architect of Endeavor and WME’s movie businesses, who retired last September after former WME client Terry Crews sued him for allegedly groping him at a party. WME and Venit later settled the suit.
“Endeavor must add a woman to its board of directors by the end of 2019 in order to comply with California law,” the guild said, “and must add three women by the end of 2021 if the board is to consist of seven members as Endeavor has stated.”