Professional Documents
Culture Documents
Donley v. Live Nation
Donley v. Live Nation
9
UNITED STATES DISTRICT COURT
10
CENTRAL DISTRICT OF CALIFORNIA
11
BRIAN DONLEY, Individually and on Case No.
12 Behalf of All Others Similarly Situated,
CLASS ACTION COMPLAINT
13 Plaintiff, FOR VIOLATIONS OF THE
FEDERAL SECURITIES LAWS
14 v.
15 LIVE NATION ENTERTAINMENT,
INC., MICHAEL RAPINO, and JOE
16 BERCHTOLD,
17 Defendant.
18
19
20
21
22
23
24
25
26
27
28
3 information and belief, except as to those allegations concerning Plaintiff, which are
4 alleged upon personal knowledge. Plaintiff’s information and belief is based upon,
5 among other things, his counsel’s investigation, which includes without limitation:
6 (a) review and analysis of regulatory filings made by Live Nation Entertainment,
7 Inc. (“Live Nation” or the “Company”) with the United States (“U.S.”) Securities
8 and Exchange Commission (“SEC”); (b) review and analysis of press releases and
9 media reports issued by and disseminated by Live Nation; and (c) review of other
14 2023, inclusive (the “Class Period”). Plaintiff pursues claims against the Defendants
18 booking rights for a number of global venues and claims to be one of the world’s
20 ticket sales and resale services for concerts, sporting events, performing arts
22 3. Live Nation and Ticketmaster merged in January 2010 but were under a
23 consent decree with the U.S. Department of Justice (“DOJ”) to preserve competition
24 in the live events market. In 2019, Live Nation faced federal scrutiny for pressuring
25 concert venues to use Ticketmaster over other systems in five incidents, which
26 would have violated the consent decree. To resolve these claims, the Company
27 extended the consent decree to expire in December 2025 and added new provisions.
28 Pursuant to the amended consent decree, Live Nation agreed to abide by a set of
1 rules, including not threatening to condition the provision of Live Nation concerts
5 4. On November 18, 2022, The New York Times reported that the DOJ
6 had opened an antitrust investigation into Ticketmaster and Live Nation after the
9 Nation’s power over the live music industry, exacerbating complaints that the
11 5. On this news, Live Nation’s stock price fell $5.64, or 7.8%, to close at
12 $66.21 per share on November 18, 2022, on unusually heavy trading volume.
13 6. Then, on February 23, 2023 at 3:30 p.m. Eastern time, NPR reported
14 that, following Congressional hearings, the Senate Judiciary Subcommittee on
15 Competition Policy, Antitrust, and Consumer Rights wrote to the DOJ, presenting
16 evidence that “Live Nation is harming America’s music industry.” The letter cited
17 issues with Live Nation’s pricing models and fees, increasingly long contracts with
18 competitors, and retaliatory behavior against artists and venues that don’t want to
19 work with it. The senators “encourage[d]” the DOJ to take action if it found Live
20 Nation had “walled itself off from competitive pressure at the expense of the
22 7. On this news, Live Nation’s stock price fell $7.71, or 10.1%, to close at
23 $68.78 per share on February 24, 2023, on unusually heavy trading volume.
24 8. Then, on July 28, 2023 at 3:13 p.m. Eastern time, Politico reported that
25 the DOJ “could file an antitrust lawsuit against [Live Nation and Ticketmaster] by
26 the end of the year, according to three people with knowledge of the matter.”
27 Politico further reported that the DOJ complaint is expected to allege that “the
28 entertainment giant is abusing its power over the live music industry.”
1 9. On this news, Live Nation’s stock price fell $7.60, or 7.8%, to close at
2 $89.33 per share on July 28, 2023, on unusually heavy trading volume.
3 10. Throughout the Class Period, Defendants made materially false and/or
4 misleading statements, as well as failed to disclose material adverse facts about the
7 including charging high fees and extended contracts with talent, and retaliated
8 against venues; (2) that, as a result, Live Nation was reasonably likely to incur
9 regulatory scrutiny and face fines, penalties, and reputational harm; and (3) that, as a
12 reasonable basis.
20 13. This Court has jurisdiction over the subject matter of this action
21 pursuant to 28 U.S.C. § 1331 and Section 27 of the Exchange Act (15 U.S.C. §
22 78aa).
25 in furtherance of the alleged fraud or the effects of the fraud have occurred in this
26 Judicial District. Many of the acts charged herein, including the dissemination of
28
1 Judicial District. In addition, the Company’s principal executive offices are located
2 in this District.
3 15. In connection with the acts, transactions, and conduct alleged herein,
4 Defendants directly and indirectly used the means and instrumentalities of interstate
7 PARTIES
8 16. Plaintiff Brian Donley, as set forth in the accompanying certification,
9 incorporated by reference herein, purchased Live Nation securities during the Class
10 Period, and suffered damages as a result of the federal securities law violations and
12 17. Defendant Live Nation is incorporated under the laws of Delaware with
13 its principal executive offices located in Beverly Hills, California. Live Nation’s
14 common stock trades on the New York Stock Exchange under the symbol “LYV.”
21 and authority to control the contents of the Company’s reports to the SEC, press
22 releases and presentations to securities analysts, money and portfolio managers and
23 institutional investors, i.e., the market. The Individual Defendants were provided
24 with copies of the Company’s reports and press releases alleged herein to be
25 misleading prior to, or shortly after, their issuance and had the ability and
28 Individual Defendants knew that the adverse facts specified herein had not been
1 disclosed to, and were being concealed from, the public, and that the positive
2 representations which were being made were then materially false and/or
3 misleading. The Individual Defendants are liable for the false statements pleaded
4 herein.
5 SUBSTANTIVE ALLEGATIONS
6 Background
7 21. Live Nation is live entertainment company and concert and ticketing
8 platform operating in 48 countries. Live Nations owns, operates, and has exclusive
9 booking rights for a number of global venues and claims to be one of the world’s
11 ticket sale and resale services for concerts, sporting events, performing arts
13 22. Live Nation and Ticketmaster merged in January 2010 but were under a
14 consent decree with the U.S. Department of Justice (“DOJ”) to preserve competition
15 in the live events market. In 2019, Live Nation faced federal scrutiny for pressuring
16 concert venues to use Ticketmaster over other systems in five incidents, which
17 would have violated the consent decree. To resolve these claims, the Company
18 extended the consent decree to expire in December 2025 and added new provisions.
19 Pursuant to the amended consent decree, Live Nation agreed to abide by a set of
20 rules, including not threatening to condition the provision of Live Nation concerts
24
25
26
27
28
13 charging high fees and extended contracts with talent, and retaliated against venues;
14 (2) that, as a result, Live Nation was reasonably likely to incur regulatory scrutiny
15 and face fines, penalties, and reputational harm; and (3) that, as a result of the
18 basis.
19 30. The truth began to emerge on November 18, 2022, The New York
20 Times reported that the DOJ had opened an antitrust investigation into Ticketmaster
21 and Live Nation after the ticketing platform’s systems crashed during a highly-
22 anticipated presale for Taylor Swift tickets. The ensuing chaos of disappointed
23 “Swifties” highlighted Live Nation’s power over the live music industry,
25 harmed consumers.” The article reported that the DOJ has “in recent months
26 contacted music venues and players in the ticket market, asking about Live Nation’s
27 practices and the wider dynamics of the industry,” and that the “inquiry appears to
28 be broad, looking at whether the company maintains a monopoly over the industry,
1 one of the people said.” Furthermore, the article went into detail on the Taylor Swift
1 than ever working with artists to help them connect with fans through
live shows. The Department of Justice itself recognized the competitive
2 nature of the concert promotion business at the time of the Live Nation-
Ticketmaster merger. That dynamic has not changed.
3
Ticketmaster has a significant share of the primary ticketing services
4 market because of the large gap that exists between the quality of the
Ticketmaster system and the next best primary ticketing system. The
5 market is increasingly competitive nonetheless, with rivals making
aggressive offers to venues. That Ticketmaster continues to be the
6 leader in such an environment is a testament to the platform and those
who operate it, not to any anticompetitive business practices. 5 years
7 ago tickets were paper, now you scan in with your phone, and can
transfer tickets to your friend with one tap. We innovate and invest in
8 our technology more than any other ticketing company, and we will
continue to do so.
9
Secondary ticketing is extremely competitive, with Ticketmaster
10 competing with StubHub, SeatGeek, Vivid and many others. No
serious argument can be made that Ticketmaster has the kind of
11 market position in secondary ticketing that supports antitrust claims.
12 For the past 12 years Live Nation has operated under a Consent Decree
that among other things seeks to prevent anticompetitive leveraging of
13 Live Nation promoted content to advantage Ticketmaster. Pursuant to
the Amended Decree voluntarily entered in 2020, Live Nation’s
14 compliance is monitored by a former federal judge. There never has
been and is not now any evidence of systemic violations of the
15 Consent Decree. It remains against Live Nation policy to threaten
venues that they won’t get Live Nation shows if they do not use
16 Ticketmaster, and Live Nation does not re-route content as retaliation
for a lost ticketing deal.
17
Ticketmaster is also the most transparent and fan-friendly ticketing
18 system in the United States. Ticketmaster does not set or control
ticket prices, strongly advocates for all-in pricing so that fans are not
19 surprised by what tickets really cost, and is the undisputed market
leader in ticket security and fighting bots. Ticketmaster also does not
20 embrace deceptive and questionable secondary ticketing practices
prevalent on rival sites such as speculative ticketing.
21
We are proud of the work we do across both concerts and ticketing, and
22 will continue working to improve and support the live events industry.
23 33. The above statements identified in ¶ 32 were materially false and/or
24 misleading, and failed to disclose material adverse facts about the Company’s
27 charging high fees and extended contracts with talent, and retaliated against venues;
28 (2) that, as a result, Live Nation was reasonably likely to incur regulatory scrutiny
1 and face fines, penalties, and reputational harm; and (3) that, as a result of the
4 basis.
5 34. The truth continued to emerge on February 23, 2023, when NPR
6 reported that the Senate Judiciary Subcommittee on Competition Policy, Antitrust,
7 and Consumer Rights called on the DOJ to continue examining the “anticompetitive
8 conduct” of Live Nation and Ticketmaster, citing issues with Live Nation’s pricing
9 models and fees, increasingly long contracts with competitors, and alleged
10 retaliatory behavior against artists and venues that do not want to work with it. In a
11 letter to Assistant Attorney General for Antitrust, Jonathan Kanter, Senator Amy
12 Klobuchar wrote:
14 If there’s any chance of improving ticketing for fans and artists, we all
need to focus on the facts. In the last few weeks alone, we’ve submitted
15 more than 35 pages of information to provide greater context and
transparency to policymakers on the realities of the industry. These
16 include the fact that this industry is more competitive than ever:
Ticketmaster has actually lost market share since the 2010 merger, not
17 gained it; that venues set and keep most of the fees associated with
tickets and are increasingly taking an ever-larger share; and
18 Ticketmaster has for years been advocating for a federal all-in pricing
requirement. We believe that policymakers would benefit from asking
19 more questions about the chaos caused by scalpers and the resale-
first side of the industry. We remain committed to working with
20 lawmakers on developing reforms that will benefit fans and artists
including those outlined in a FAIR Ticketing Act.
21
36. On February 23, 2023, after the market closed, Live Nation filed its
22
annual report on Form 10-K for the period ended December 31, 2022. Therein, the
23
Company touted claims of the competitive nature of the live entertainment industry,
24
seemingly refuting allegations of its monopoly on the industry, stating:
25
Competition
26
Competition in the live entertainment industry is intense. We believe
27 that we compete primarily on the basis of our ability to deliver quality
music events, sell tickets and provide enhanced fan and artist
28 experiences. . . .
1 * * *
2 Some of our competitors in the live music industry have a stronger
presence in certain markets, have access to other sports and
3 entertainment venues and may have greater financial resources in those
markets, which may enable them to gain a greater competitive
4 advantage in relation to us.
5 In markets where we own or operate a venue, we compete with other
venues to serve artists likely to perform in that general region.
6 Consequently, touring artists have various alternatives to our venues
when scheduling tours. Our main competitors in venue management
7 include ASM Global, Madison Square Garden Entertainment Corp.,
The Nederlander Organization and Bowery Presents, in addition to
8 numerous smaller regional companies in North America, Europe,
Australia and New Zealand. Some of our competitors in venue
9 management may have more attractive or a greater number of venues in
certain markets, and may have greater financial resources in those
10 markets.
11 The ticketing services industry includes the sale of tickets primarily
through online and mobile channels, but also through telephone and
12 ticket outlets. The transition to online and mobile ticket purchases has
made it easier for technology-based companies to offer primary
13 ticketing services and standalone, automated ticketing systems that
enable venues to perform their own ticketing services or utilize self-
14 ticketing systems. In the online environment, we compete with other
websites, online event sites and ticketing companies to provide event
15 information, sell tickets and provide other online services such as fan
clubs and artist websites.
16
We experience competition from other national, regional and local
17 primary ticketing service providers to secure new venues and to reach
fans for events. Resale, or secondary, ticketing services have created
18 more aggressive buying of primary tickets whereby certain brokers are
using automated internet “bot” technology to attempt to buy the best
19 tickets when they go on sale, notwithstanding federal and state
prohibitions. We actively develop and apply methods to mitigate the
20 impact of these bots, however, the bot technology constantly evolves
and changes. The internet allows fans and other ticket resellers to reach
21 a vastly larger audience through the aggregation of inventory on resale
websites and marketplaces, and provides consumers with more
22 convenient access to tickets for a larger number and greater variety of
events.
23
We also face significant and increasing competition from companies
24 that sell self-ticketing systems, as well as from venues that choose to
integrate self-ticketing systems into their existing operations or acquire
25 primary ticketing service providers. Our competitors include primary
ticketing companies such as Tickets.com, AXS, Paciolan, Inc., CTS
26 Eventim AG, Eventbrite, eTix, SeatGeek, Ticketek, See Tickets and
Dice; secondary ticketing companies such as StubHub, Vivid Seats,
27 Viagogo and SeatGeek; and many others, including large technology
and ecommerce companies that we understand have recently entered or
28 could enter these markets.
1 Our main competitors at the local market level for sponsorships and
advertising dollars include local sports teams, which often offer state-
2 of-the-art venues, strong brand association and attractive local media
packages, as well as festivals, theme parks and other local events. On
3 the national level, our competitors include the major sports leagues that
sell sponsorships combined with significant national media packages.
4
37. Additionally, in the 2022 10-K, Live Nation addressed the Taylor Swift
5
incident, shifting responsibility onto hackers and “bots”, stating:
6
Although we have developed systems and processes that are designed
7 to protect customer and employee information and to prevent security
breaches or incidents (which could result in data loss or other harm or
8 loss), such measures cannot provide absolute security or certainty. It is
possible that advances in computer and hacker capabilities, new
9 variants of malware, the development of new penetration methods and
tools, inadvertent violations of company policies or procedures or other
10 developments could result in a compromise of customer or employee
information or a breach of the technology and security processes that
11 are used to protect customer and employee information. The techniques
used to obtain unauthorized access, automate or expedite transactions
12 or other activities on our platform (e.g., “bots”), disable or degrade
service or sabotage systems (or otherwise bring about one or more of
13 these effects) may change frequently and as a result, may be difficult
for our business to detect for long periods of time and may impact the
14 efficacy of our defenses and/or the products and services we provide. In
addition, despite our best efforts, we may be unaware of or unable to
15 anticipate these techniques or implement adequate preventative
measures. For instance, in November 2022, significant bot activity in
16 connection with a large ticket onsale significantly contributed to a
degraded website experience for customers and our eventually
17 needing to pause the on-sale to address these issues. We have
expended significant capital and other resources to protect against and
18 remedy such potential security breaches, incidents and their
consequences, including the establishment of a dedicated cybersecurity
19 organization within our larger technology environment, and will
continue to do so in the future.
20
38. On this news, Live Nation’s stock price fell $7.71, or 10.1%, to close at
21
$68.78 per share on February 24, 2023, on unusually heavy trading volume. As
22
observed by an article by Barron’s published on February 24, 2023 entitled “Live
23
Nation’s Stock Is Paying for the Taylor Swift Ticket Mess”:
24
Live Nation Entertainment gave investors an upbeat earnings report and
25 outlook but the stock on Friday was on track for its worst day in nearly
a year. Worries about regulatory scrutiny and margins may be
26 weighing on shares of the Ticketmaster parent.
27 39. On July 27, 2023, Live Nation submitted its 10-Q for quarter ended
28 June 30, 2023. Therein, the Company stated:
17 charging high fees and extended contracts with talent, and retaliated against venues;
18 (2) that, as a result, Live Nation was reasonably likely to incur regulatory scrutiny
19 and face fines, penalties, and reputational harm; and (2) that, as a result of the
22 basis.
26 end of the year, according to three people with knowledge of the matter.” Politico
27 further reported that the DOJ complaint is expected to allege that “the entertainment
1 42. On this news, Live Nation’s stock price fell $7.60, or 7.8%, to close at
2 $89.33 per share on July 28, 2023, on unusually heavy trading volume.
7 February 23, 2022 and July 28, 2023, inclusive, and who were damaged thereby (the
8 “Class”). Excluded from the Class are Defendants, the officers and directors of the
9 Company, at all relevant times, members of their immediate families and their legal
12 44. The members of the Class are so numerous that joinder of all members
13 is impracticable. Throughout the Class Period, Live Nation’s shares actively traded
14 on the New York Stock Exchange. While the exact number of Class members is
15 unknown to Plaintiff at this time and can only be ascertained through appropriate
17 members in the proposed Class. Millions of Live Nation shares were traded
18 publicly during the Class Period on the New York Stock Exchange. Record owners
19 and other members of the Class may be identified from records maintained by Live
20 Nation or its transfer agent and may be notified of the pendency of this action by
21 mail, using the form of notice similar to that customarily used in securities class
22 actions.
23 45. Plaintiff’s claims are typical of the claims of the members of the Class
24 as all members of the Class are similarly affected by Defendants’ wrongful conduct
26 46. Plaintiff will fairly and adequately protect the interests of the members
27 of the Class and has retained counsel competent and experienced in class and
28 securities litigation.
1 47. Common questions of law and fact exist as to all members of the Class
2 and predominate over any questions solely affecting individual members of the
3 Class. Among the questions of law and fact common to the Class are:
9 (c) to what extent the members of the Class have sustained damages
10 and the proper measure of damages.
11 48. A class action is superior to all other available methods for the fair and
12 efficient adjudication of this controversy since joinder of all members is
14 may be relatively small, the expense and burden of individual litigation makes it
15 impossible for members of the Class to individually redress the wrongs done to
16 them. There will be no difficulty in the management of this action as a class action.
21 inflated prices during the Class Period. Plaintiff and other members of the Class
22 purchased or otherwise acquired Live Nation’s securities relying upon the integrity
23 of the market price of the Company’s securities and market information relating to
25 50. During the Class Period, Defendants materially misled the investing
26 public, thereby inflating the price of Live Nation’s securities, by publicly issuing
28 necessary to make Defendants’ statements, as set forth herein, not false and/or
1 misleading. The statements and omissions were materially false and/or misleading
3 the truth about Live Nation’s business, operations, and prospects as alleged herein.
6 contributing cause of the damages sustained by Plaintiff and other members of the
7 Class. As described herein, during the Class Period, Defendants made or caused to
10 omissions had the cause and effect of creating in the market an unrealistically
11 positive assessment of the Company and its financial well-being and prospects, thus
14 the Class Period resulted in Plaintiff and other members of the Class purchasing the
17 LOSS CAUSATION
18 52. Defendants’ wrongful conduct, as alleged herein, directly and
19 proximately caused the economic loss suffered by Plaintiff and the Class.
20 53. During the Class Period, Plaintiff and the Class purchased Live
21 Nation’s securities at artificially inflated prices and were damaged thereby. The
24 have been concealed from the market, and/or the effects thereof, were revealed,
26 SCIENTER ALLEGATIONS
27 54. As alleged herein, Defendants acted with scienter since Defendants
28 knew that the public documents and statements issued or disseminated in the name
1 of the Company were materially false and/or misleading; knew that such statements
5 securities laws. As set forth elsewhere herein in detail, the Individual Defendants,
6 by virtue of their receipt of information reflecting the true facts regarding Live
7 Nation, their control over, and/or receipt and/or modification of Live Nation’s
16 inflated prices during the Class Period. On February 25, 2022, the Company’s share
17 price closed at a Class Period high of $126.04 per share. Plaintiff and other
18 members of the Class purchased or otherwise acquired the Company’s securities
19 relying upon the integrity of the market price of Live Nation’s securities and market
21 56. During the Class Period, the artificial inflation of Live Nation’s shares
22 was caused by the material misrepresentations and/or omissions particularized in
23 this Complaint causing the damages sustained by Plaintiff and other members of the
24 Class. As described herein, during the Class Period, Defendants made or caused to
28 business, operations, and prospects, thus causing the price of the Company’s
2 negatively affected the value of the Company shares. Defendants’ materially false
3 and/or misleading statements during the Class Period resulted in Plaintiff and other
6 57. At all relevant times, the market for Live Nation’s securities was an
7 efficient market for the following reasons, among others:
8 (a) Live Nation shares met the requirements for listing, and was
9 listed and actively traded on the New York Stock Exchange, a highly efficient and
10 automated market;
16 and through other wide-ranging public disclosures, such as communications with the
20 distributed to the sales force and certain customers of their respective brokerage
21 firms. Each of these reports was publicly available and entered the public
22 marketplace.
23 58. As a result of the foregoing, the market for Live Nation’s securities
24 promptly digested current information regarding Live Nation from all publicly
25 available sources and reflected such information in Live Nation’s share price. Under
26 these circumstances, all purchasers of Live Nation’s securities during the Class
27 Period suffered similar injury through their purchase of Live Nation’s securities at
3 States, 406 U.S. 128 (1972), because the Class’s claims are, in large part, grounded
8 prerequisite to recovery. All that is necessary is that the facts withheld be material
9 in the sense that a reasonable investor might have considered them important in
10 making investment decisions. Given the importance of the Class Period material
11 misstatements and omissions set forth above, that requirement is satisfied here.
12 NO SAFE HARBOR
13 60. The statutory safe harbor provided for forward-looking statements
14 under certain circumstances does not apply to any of the allegedly false statements
15 pleaded in this Complaint. The statements alleged to be false and misleading herein
16 all relate to then-existing facts and conditions. In addition, to the extent certain of
18 were not identified as “forward-looking statements” when made and there were no
21 statements. In the alternative, to the extent that the statutory safe harbor is
23 are liable for those false forward-looking statements because at the time each of
24 those forward-looking statements was made, the speaker had actual knowledge that
27 Live Nation who knew that the statement was false when made.
28
1 FIRST CLAIM
2 Violation of Section 10(b) of The Exchange Act and
3 Rule 10b-5 Promulgated Thereunder
4 Against All Defendants
5 61. Plaintiff repeats and re-alleges each and every allegation contained
6 above as if fully set forth herein.
7 62. During the Class Period, Defendants carried out a plan, scheme and
8 course of conduct which was intended to and, throughout the Class Period, did: (i)
9 deceive the investing public, including Plaintiff and other Class members, as alleged
10 herein; and (ii) cause Plaintiff and other members of the Class to purchase Live
14 63. Defendants (i) employed devices, schemes, and artifices to defraud; (ii)
15 made untrue statements of material fact and/or omitted to state material facts
16 necessary to make the statements not misleading; and (iii) engaged in acts, practices,
17 and a course of business which operated as a fraud and deceit upon the purchasers of
18 the Company’s securities in an effort to maintain artificially high market prices for
19 Live Nation’s securities in violation of Section 10(b) of the Exchange Act and Rule
20 10b-5. All Defendants are sued either as primary participants in the wrongful and
26 herein.
2 Live Nation’s value and performance and continued substantial growth, which
3 included the making of, or the participation in the making of, untrue statements of
4 material facts and/or omitting to state material facts necessary in order to make the
5 statements made about Live Nation and its business operations and future prospects
6 in light of the circumstances under which they were made, not misleading, as set
7 forth more particularly herein, and engaged in transactions, practices and a course of
8 business which operated as a fraud and deceit upon the purchasers of the Company’s
12 high-level executives and/or directors at the Company during the Class Period and
13 members of the Company’s management team or had control thereof; (ii) each of
15 and/or director of the Company, was privy to and participated in the creation,
17 and/or reports; (iii) each of these defendants enjoyed significant personal contact
18 and familiarity with the other defendants and was advised of, and had access to,
19 other members of the Company’s management team, internal reports and other data
20 and information about the Company’s finances, operations, and sales at all relevant
21 times; and (iv) each of these defendants was aware of the Company’s dissemination
26 truth in that they failed to ascertain and to disclose such facts, even though such
28 omissions were done knowingly or recklessly and for the purpose and effect of
1 concealing Live Nation’s financial well-being and prospects from the investing
2 public and supporting the artificially inflated price of its securities. As demonstrated
5 Defendants, if they did not have actual knowledge of the misrepresentations and/or
7 refraining from taking those steps necessary to discover whether those statements
11 the market price of Live Nation’s securities was artificially inflated during the Class
12 Period. In ignorance of the fact that market prices of the Company’s securities were
13 artificially inflated, and relying directly or indirectly on the false and misleading
14 statements made by Defendants, or upon the integrity of the market in which the
15 securities trades, and/or in the absence of material adverse information that was
17 statements by Defendants during the Class Period, Plaintiff and the other members
18 of the Class acquired Live Nation’s securities during the Class Period at artificially
22 true. Had Plaintiff and the other members of the Class and the marketplace known
23 the truth regarding the problems that Live Nation was experiencing, which were not
24 disclosed by Defendants, Plaintiff and other members of the Class would not have
25 purchased or otherwise acquired their Live Nation securities, or, if they had acquired
26 such securities during the Class Period, they would not have done so at the
28
5 their respective purchases and sales of the Company’s securities during the Class
6 Period.
7 SECOND CLAIM
8 Violation of Section 20(a) of The Exchange Act
9 Against the Individual Defendants
10 72. Plaintiff repeats and re-alleges each and every allegation contained
11 above as if fully set forth herein.
14 virtue of their high-level positions and their ownership and contractual rights,
16 knowledge of the false financial statements filed by the Company with the SEC and
18 influence and control and did influence and control, directly or indirectly, the
20 various statements which Plaintiff contends are false and misleading. Individual
21 Defendants were provided with or had unlimited access to copies of the Company’s
22 reports, press releases, public filings, and other statements alleged by Plaintiff to be
23 misleading prior to and/or shortly after these statements were issued and had the
25 corrected.
28
1 power to control or influence the particular transactions giving rise to the securities
3 75. As set forth above, Live Nation and Individual Defendants each
4 violated Section 10(b) and Rule 10b-5 by their acts and omissions as alleged in this
6 are liable pursuant to Section 20(a) of the Exchange Act. As a direct and proximate
7 result of Defendants’ wrongful conduct, Plaintiff and other members of the Class
18 (c) Awarding Plaintiff and the Class their reasonable costs and expenses
19 incurred in this action, including counsel fees and expert fees; and
20 (d) Such other and further relief as the Court may deem just and proper.
21 JURY TRIAL DEMANDED
22 Plaintiff hereby demands a trial by jury.
23
24
25
26
27
28
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1. I have reviewed the Complaint, adopt its allegations, and authorize the filing of a
Lead Plaintiff motion on my behalf.
2. I did not purchase the Live Nation Entertainment, Inc. securities that are the subject
of this action at the direction of plaintiff’s counsel or in order to participate in any
private action arising under this title.
4. My transactions in Live Nation Entertainment, Inc. securities during the Class Period
set forth in the Complaint are as follows:
5. I have not sought to serve, nor served, as a representative party on behalf of a class
under this title during the last three years, except for the following:
6. I will not accept any payment for serving as a representative party, except to receive
my pro rata share of any recovery or as ordered or approved by the court, including
the award to a representative plaintiff of reasonable costs and expenses (including lost
wages) directly relating to the representation of the class.
I declare under penalty of perjury that the foregoing are true and correct statements.
8/2/2023
________________ _________________________________________
Date Brian Donley
Case 2:23-cv-06343-RGK-AS Document 1 Filed 08/04/23 Page 31 of 31 Page ID #:31