A new court ruling provides further insight into the ongoing legal issues surrounding former WWE CEO Vince McMahon, including previously undisclosed details about the grand jury investigation into his conduct.
The decision from a federal appeals court confirms that prosecutors presented probable cause that McMahon engaged in a scheme to circumvent WWE’s internal controls to conceal sexual misconduct allegations and related nondisclosure pay-offs involving women who formerly worked for WWE. The appellate judges did not rule on whether McMahon actually engaged in such a scheme but upheld a lower court’s ruling that the crime fraud exception applied, compelling McMahon and his former attorney to produce certain records for a grand jury investigation.
McMahon, his former attorney, and a law firm are co-appellants in a case before the U.S. Court of Appeals for the Second Circuit. The case stems from a sealed proceeding in the lower federal court in the Southern District of New York (SDNY), which is reportedly investigating McMahon for possible criminal conduct. The former WWE executive has not been charged with any crimes. However, he was penalized by the Securities and Exchange Commission (SEC) last month. The SEC ordered him to pay $400,000 to the commission and reimburse WWE for just over $1.3 million.
Many filings in the appeals case are sealed or redacted, and the appellants are not named. However, the three appellate judges’ 44-page opinion and other unsealed documents were reviewed by POST Wrestling via the court’s publicly accessible electronic filing system.
McMahon was identified as one of the appellants in an earlier Associated Press report, which attributed a person familiar with the matter. Additionally, the ruling’s context includes numerous details that align with what is already publicly known about this story, making it highly unlikely that Sealed Appellant 1 is anyone other than McMahon.
The appellate court’s opinion—dated last Friday, February 7, 2025—opens by describing Sealed Appellant 1 (McMahon) as “the subject of an ongoing grand jury investigation.”
Despite the court’s description of the investigation as “ongoing,” McMahon’s team emphatically states that any investigations into him are complete.
“This is simply the result of an appeal of a procedural matter that was argued five months ago,” said Robert W. Allen, an attorney for McMahon, in a statement to POST Wrestling. “We have been in consistent communication with the government since that time and understand, with no ambiguity, that the investigation has definitively concluded and will not result in charges.”
This comment reiterates McMahon’s own statement last month following the SEC’s announcement of their settlement, in which he declared, “The case is closed.”
A representative for prosecutors in the Southern District declined to comment on this report. A follow-up email sent after receiving McMahon’s attorney’s statement—seeking clarification on whether the investigation had concluded—was not answered.
McMahon, a former attorney of his, and the associated outside law firm sought to invoke attorney-client privilege in response to a grand jury subpoena dated September 13, 2023. They argued that this privilege, which protects confidentiality between a client and lawyer, should prevent the grand jury from accessing 208 documents, which included communications records.
WWE, however, did not object. “The Company, in contrast, waived any privilege it may have had over the documents,” the filing notes.
Attorney-client privilege can be overruled under certain circumstances. On June 3, 2024, the lower federal court ruled that the documents should be reviewed by the grand jury, prompting the appeal. “[The Court] found probable cause that communications included in the documents were made in furtherance of a crime or fraud, vitiating [McMahon’s] privilege claims.”
The appellate judges upheld this ruling, concluding that “the district court properly held that there was probable cause to believe that [McMahon] intentionally used Sealed Appellant 2’s legal services to circumvent the legal contracts control.”
Prosecutors sought information regarding multimillion-dollar settlements reached with Janel Grant and another woman who formerly worked for WWE. Neither woman is named in the filings, but details align with known information about their settlements. Grant has been public with her claims against McMahon and WWE, so we are naming her in this story.
The ruling describes the former attorney appellant as a close advisor to McMahon.
“During his tenure leading the company, [McMahon] relied for legal advice on Sealed Appellant 2, a partner at the law firm Sealed Appellant 3,” the opinion states. “Even as to the corporate client, the relationship between [McMahon] and Sealed Appellant 2 was a close one: Sealed Appellant 2 noted that, unlike the typical outside counsel, he maintained direct contact with [McMahon], not just the Company’s general counsel.”
Though we could not definitively confirm their identities, the court’s descriptions of the former attorney and law firm appellants are consistent with that of longtime outside counsel to McMahon and WWE, Jerry McDevitt, and the K&L Gates firm, respectively. The law firm’s website lists McDevitt as a partner, just as the filing indicates Sealed Appellant 2 is a partner at Sealed Appellant 3.
McDevitt did not respond to an email requesting comment, including whether he and K&L Gates are the other two appellants.
McDevitt no longer represents McMahon or WWE as an attorney. He stated in 2023 that he was retiring.
Circuit Judge Gerard E. Lynch’s opinion detailed how the former attorney guided McMahon in drafting and executing the NDA settlements with Grant and a woman who formerly worked for WWE anonymized as “Victim 1”. The revelation of these payments in 2022 forced WWE to revise its financial reports.
Grant, a former WWE employee, alleges she was sexually assaulted and trafficked by McMahon. In her lawsuit, she states that McDevitt was the attorney who represented McMahon in executing the NDA they signed in January 2022. She also included in her complaint what she claims is a transcript of a voice memo McMahon left for her, mentioning McDevitt’s involvement with WWE’s Board of Directors’ audit committee process. This aligns with events described in the new appellate court filings.
The ruling also discloses new details about the NDA with Victim 1. On December 3, 2018, her attorney sent Sealed Appellant 2 a letter alleging that, during her time with the company years earlier, McMahon “had attempted to kiss her, expose himself to her, and obtained non-consensual oral sex from her, all while she was employed by the Company.” She claimed she was retaliated against for refusing to have sex with McMahon. Initially, she sought $18 million, a detail disclosed last month by the SEC.
On or about December 10, 2018, the filing states, “[McMahon] and Victim 1 met to discuss her claims and agreed on a settlement amount of $7.5 million.”
The parties agreed that McMahon would pay $7.5 million over five years “in exchange for confidentiality and a release of any claims she or her husband had or might have had against [McMahon] or the Company.” Notably, a provision was added to the contract that “contemplated Victim 1’s one day writing a book about her life story, possibly after [McMahon’s] death.”
Negotiations and revisions continued until the agreement was signed on February 13, 2019.
Lynch wrote that “possible claims against the Company, remained unresolved on December 31, 2018, the end of the Company’s fiscal year. Sealed Appellant 2 also failed to mention the claims in Sealed Appellant 3’s January 31, 2019, audit response letter, which purportedly disclosed all pending or threatened litigation through January 25, 2019.”
When the settlement with Grant was executed on January 28, 2022, the filing notes that, like the agreement with Victim 1, WWE’s legal department wasn’t informed, despite McMahon signing on behalf of both himself and the company. According to the filing, about 15 minutes after sending the signed NDA back to Grant’s attorney on January 31, 2022, Sealed Appellant 2 “alerted another Sealed Appellant 3 lawyer that it was ‘Ok to send this [the audit response] now.’”
Grant’s attorney, Ann Callis, expressed satisfaction with the court’s ruling. “While Ms. Grant is focused on her civil case against her abusers,” Callis said in a statement to POST Wrestling, “she is heartened by the Second Circuit ruling and hopes it aids the investigation by the SDNY.”
The appellate court also referred to documents showing communications between McMahon and Sealed Appellant 2, in which the attorney instructed McMahon to send one of the executed agreements by text instead of corporate email to prevent WWE from becoming aware of the NDA.
Two other employees had limited knowledge of the NDAs, according to documents cited in the ruling. “As the government notes, knowledge within the Company appears to have been strictly confined to two employees who had some limited knowledge of certain facts surrounding the agreements but were not aware that the Company was a party to them.”
The ruling does not disclose the identities of these employees or provide any hints about their identities beyond stating, “Neither of these employees was a member of the legal or accounting departments.”
Following the lower court’s ruling, Sealed Appellants 2 and 3 “voluntarily produced the documents and requested Sealed Appellant 2 be interviewed pursuant to the exception to attorney-client privilege that permits a lawyer to disclose privileged communications in order to defend against allegations of wrongful conduct.”
The filing provides details on why WWE had to modify its financial statements despite claims that the NDA payments came from McMahon’s personal account.
The appellate court’s ruling outlined several ways in which, including by McMahon’s own account, the company’s interests were at stake.
“That [McMahon] actually made the payments from sources other than Company funds is irrelevant to whether the agreements were ‘significant contracts’ to the Company when made. (emphasis original),” Lynch’s opinion stated, explaining why they believed a reasonable person would conclude the agreements should have been reviewed by WWE’s legal department.
Further, WWE was a party to both NDAs and certain language in the contracts indicated protections the company received from the agreements, as well as payments it might ultimately be responsible for.
“The agreements they signed explicitly noted the ‘substantial damages which would be done to [McMahon] and to [the Company]’ should they fail to uphold their confidentiality obligations (emphasis original),” the filing states.
Following the opening of the WWE board investigation into the allegations, “[McMahon] also cautioned one board member that digging into allegations about Victim 1 and other women risked opening ‘Pandora’s box’ and caus[ing] ‘damage… to them… and to the company for sure,’” the ruling states.
The judges also cited “record evidence” that McMahon “stressed to others that if revealed, these allegations would cause damage not just to him but also ‘to the [C]ompany for sure.’” They further referred to Grant’s account, in which McMahon, leading up to the signing of the NDA, told her she had WWE “over a barrel.”
The appellate court also saw room to interpret the NDAs as implying that if McMahon failed to make the promised payments, WWE could be held responsible.
Grant’s NDA, like the settlement with Victim 1, “did not explicitly disclaim the Company’s responsibility for those payments.”
