Thu. Apr 18th, 2024

Live Nation Can’t Dismiss Shareholder Lawsuit Over ‘False and Misleading’ Earnings Reports, Judge Rules

By Michael Feb 28, 2024

A U.S. District Court judge is allowing a shareholder lawsuit against Live Nation to move forward, denying the concert promotion giant’s motion to dismiss it in a decision handed down Friday (Feb. 27).  

The case involves how much the company should have to disclose about ongoing public pressure from federal authorities and how much of its financial success it should attribute to its dominant market share in the concert industry — as opposed to demand for concert tickets or the strength of its business.  

Shareholders Brian Donley and Gene Gress are suing Live Nation over drops in its share price from February 2022 to November 2023 that they say were brought on by the company’s “false and misleading statements and omissions” within its annual earnings reports — specifically regarding the company’s alleged “anticompetitive behavior and cooperation with regulators.”

The lawsuit did not reveal any new antitrust allegations against Live Nation, nor did it detail any new antitrust investigations into the company by regulators. Attorneys for the shareholders instead focused on boilerplate language within the company’s shareholder report and argued that it should have spent more time talking about the threat a federal antitrust investigation posed.  

In siding with the shareholders, Judge Kenly Kiya Kato took issue with how the company described its success, noting in a 13-page ruling that she believed that Live Nation’s “failure to include specific facts and details about their presence and control of the live entertainment industry” in its annual report didn’t paint the full picture. Kato wrote in her ruling that the company’s claim that 2022 revenue growth “was a reflection of the quality of the Ticketmaster platform and its continued popularity with clients across the globe” was “misleading” because it failed to mention that “Ticketmaster controls ticket distribution for over 70% of major concert venues,” and “77% of the top 100 amphitheaters worldwide.” 

Kato also wrote that Ticketmaster’s claims that its success was based on the superiority of its ticketing systems was in part a false claim because it omitted criticism from competitors who testified against the company in front of the U.S. Senate in early 2023.

Since it merged with Ticketmaster in 2010, Live Nation has faced antitrust complaints over the company’s size and market share from competitors, politicians including Senators Amy Klobuchar and Richard Blumenthal, and consumer advocates. Scrutiny of the company increased in 2019 when officials with the Department of Justice opted to extend a decade-old consent decree against it, and then ramped up again following the high-profile 2022 crash of Taylor Swift’s Ticketmaster sale for her Eras Tour. 

Since 2022, Live Nation has not been notified that it’s the subject of any legal action by the Department of Justice and has written in its annual disclosures that it cooperates with all federal and state authorities, operates in a highly competitive marketplace and attributes its revenue growth at the end of 2021 to an increase “in events and higher ticket sales.”

Attorney Laurence M. Rosen, representing several shareholders in the class action lawsuit, said Live Nation’s answers contradict June 2023 reports from Politico and CNBC that the company was “allegedly stonewalling” a Senate subcommittee led by Senator Blumenthal that was seeking documents from the company about how it operated its concerts division.

Live Nation countered that Blumenthal was misrepresenting the dispute, that it had already handed over thousands of documents and was contesting demands for confidential information that included private details about how much artists earned from touring. In its response to the Senate committee, the company argued it would only hand over the documents if confidentiality protections were put in place. While Live Nation’s attorneys viewed the disagreement as insignificant, Rosen argued that the objection meant the company was “not cooperating fully with the ongoing DOJ and Senate Subcommittee investigations,” an attorney for the shareholders wrote.

Live Nation declined to comment for this story. 

By Michael

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