Case 2:23-cv-06343-RGK-AS Document 1 Filed 08/04/23 Page 1 of 31 Page ID #:1

1 Robert V. Prongay (SBN 270796)

rprongay@glancylaw.com
2 Charles Linehan (SBN 307439)
clinehan@glancylaw.com
3 Pavithra Rajesh (SBN 323055)
prajesh@glancylaw.com
4 GLANCY PRONGAY & MURRAY LLP
1925 Century Park East, Suite 2100
5 Los Angeles, California 90067
Telephone: (310) 201-9150
6 Facsimile: (310) 201-9160

7 Attorneys for Plaintiff Brian Donley

8 [Additional Counsel on Signature Page]

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.
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1 Plaintiff Brian Donley (“Plaintiff”), individually and on behalf of all others

2 similarly situated, by and through his attorneys, alleges the following upon

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

10 publicly available information concerning Live Nation.

11 NATURE OF THE ACTION AND OVERVIEW

12 1. This is a class action on behalf of persons and entities that purchased or
13 otherwise acquired Live Nation securities between February 23, 2022 and July 28,

14 2023, inclusive (the “Class Period”). Plaintiff pursues claims against the Defendants

15 under the Securities Exchange Act of 1934 (the “Exchange Act”).

16 2. Live Nation is live entertainment company and concert and ticketing

17 platform operating in 48 countries. Live Nations owns, operates, and has exclusive

18 booking rights for a number of global venues and claims to be one of the world’s

19 leading artist managements companies. Through Ticketmaster, Live Nation provides

20 ticket sales and resale services for concerts, sporting events, performing arts

21 experiences, festivals, museums, and theaters.

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

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1 rules, including not threatening to condition the provision of Live Nation concerts

2 on a venue choosing Ticketmaster or retaliate in response to a venue choosing a

3 ticketing service provider other than Ticketmaster. The Company is subject to an

4 automatic penalty of $1 million for each violation.

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

7 ticketing platform’s systems crashed during a highly-anticipated presale for Taylor

8 Swift tickets. The ensuing chaos of disappointed “Swifties” highlighted Live

9 Nation’s power over the live music industry, exacerbating complaints that the

10 Company has “constrained competition and harmed consumers.”

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

21 industry and fans.”

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.”

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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

5 Company’s business, operations, and prospects. Specifically, Defendants failed to

6 disclose to investors: (1) that Live Nation engaged in anticompetitive conduct,

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

10 result of the foregoing, Defendants’ positive statements about the Company’s

11 business, operations, and prospects were materially misleading and/or lacked a

12 reasonable basis.

13 11. As a result of Defendants’ wrongful acts and omissions, and the

14 precipitous decline in the market value of the Company’s securities, Plaintiff and

15 other Class members have suffered significant losses and damages.

16 JURISDICTION AND VENUE

17 12. The claims asserted herein arise under Sections 10(b) and 20(a) of the
18 Exchange Act (15 U.S.C. §§ 78j(b) and 78t(a)) and Rule 10b-5 promulgated

19 thereunder by the SEC (17 C.F.R. § 240.10b-5).

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).

23 14. Venue is proper in this Judicial District pursuant to 28 U.S.C. §

24 1391(b) and Section 27 of the Exchange Act (15 U.S.C. § 78aa(c)). Substantial acts

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

27 materially false and/or misleading information, occurred in substantial part in this

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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

5 commerce, including the United States mail, interstate telephone communications,

6 and the facilities of a national securities exchange.

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

11 false and/or misleading statements and/or material omissions alleged herein.

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.”

15 18. Defendant Michael Rapino (“Rapino”) was the Company’s Chief

16 Executive Officer (“CEO”) at all relevant times.

17 19. Defendant Joe Berchtold (“Berchtold”) was the Company’s Chief

18 Financial Officer (“CFO”) at all relevant times.

19 20. Defendants Rapino and Berchtold (collectively the “Individual

20 Defendants”), because of their positions with the Company, possessed the power

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

26 opportunity to prevent their issuance or cause them to be corrected. Because of their

27 positions and access to material non-public information available to them, the

28 Individual Defendants knew that the adverse facts specified herein had not been

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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

10 leading artist managements companies. Through Ticketmaster, Live Nation provides

11 ticket sale and resale services for concerts, sporting events, performing arts

12 experiences, festivals, museums, and theaters.

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

21 on a venue choosing Ticketmaster or retaliate in response to a venue choosing a

22 ticketing service provider other than Ticketmaster. The Company is subject to an

23 automatic penalty of $1 million for each violation.

24

25

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27

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1 Materially False and Misleading

2 Statements Issued During the Class Period
3 23. The Class Period begins on February 23, 2022.1 On that day, Live
4 Nation filed its annual report on Form 10-K for the period ended December 31,

5 2021. Therein, the Company stated:

6 In December 2019, we agreed with the United States Department of

Justice to extend and clarify the court-imposed final judgment to
7 which we became subject in connection with the merger of Live
Nation, Inc. and Ticketmaster Entertainment LLC, which places
8 certain restrictions and obligations on us which could negatively
impact our business.
9
In connection with the merger of Live Nation, Inc. and Ticketmaster
10 Entertainment LLC in 2010, we became subject, through July 2020, to
a court-imposed final judgment (the “Final Judgment”) that places
11 certain restrictions and obligations on us in order to address the issues
the United States Department of Justice (the “DOJ”) raised in its
12 antitrust review of the merger. Pursuant to the Final Judgment, we
agreed to abide by certain behavioral remedies and to provide periodic
13 reports to the DOJ about our compliance with the Final Judgment. The
Final Judgment was due to expire in July 2020; in December 2019, we
14 reached an agreement with the DOJ to clarify certain aspects of the
Final Judgment and extend its duration through the end of 2025 (the
15 “Amended Final Judgment”).
16 Under the Amended Final Judgment we may not (i) threaten to
condition (or actually condition) the provision of Live Nation
17 concerts on a venue choosing Ticketmaster, or (ii) retaliate (i.e.,
withhold any Live Nation concerts) in response to a venue choosing a
18 ticketing services provider other than Ticketmaster. In addition,
pursuant to the Amended Final Judgment, (i) an independent monitor
19 has been appointed to monitor and report to the DOJ on our compliance
with the Amended Final Judgment, and investigate any potential
20 violations thereof, (ii) we appointed an internal antitrust compliance
officer and have conducted (and will continue to annually conduct)
21 internal trainings to ensure our employees fully comply with the
Amended Final Judgment; (iii) we provided, and will continue to
22 provide, notice to current or potential venue customers of the Amended
Final Judgment and its restrictions on our business conduct; and (iv) we
23 are subject to an automatic penalty of $1,000,000 for each violation.
We agreed to pay costs and fees for the independent monitor and the
24 DOJ’s past investigation and enforcement.
25 During the duration of the Amended Final Judgment, we are restricted
from engaging in certain business activities that, absent the Final
26 Judgment, would be lawful for us to undertake. Our inability to
27 1
Unless otherwise stated, all emphasis in bold and italics hereinafter is added.
28

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1 undertake these business strategies could disadvantage us when we

compete against firms that are not restricted by any such order. In
2 addition, our business will be under continued and enhanced scrutiny
by the DOJ, including by the independent monitor. Our compliance
3 with the Amended Final Judgment therefore creates certain
unquantifiable business risks for us.
4
(First emphasis in original.)
5
24. On May 5, 2022, Live Nation filed its Form 10-Q for the quarterly
6
period ended March 31, 2022. Therein, the Company stated that it faced class action
7
lawsuits in Canada alleging that “Live Nation and/or Ticketmaster engage in
8
conduct that is intended to encourage the resale of tickets on secondary ticket
9
exchanges at elevated prices.” The Company stated:
10
Based on information presently known to management, we do not
11 believe that a loss is probable of occurring at this time, and we believe
that the potential liability, if any, will not have a material adverse effect
12 on our financial position, cash flows or results of operations. Further,
we do not currently believe that the claims asserted in these lawsuits
13 have merit, and considerable uncertainty exists regarding any
monetary damages that will be asserted against us. We continue to
14 vigorously defend these actions.
15 25. In conjunction with the 10-Q, the Company issued a press release,
16 which stated:

17 The industry continues to embrace market-based pricing, particularly

on the best tickets, shifting $500 million to artists for shows this year,
18 resulting from a double-digit increase in ticket pricing, and reducing
the price arbitrage in the secondary market. At the same time, in the
19 U.S., the average entry level price to get in and enjoy the show remains
under $35, approachable for almost all fans.
20
26. On August 4, 2022, Live Nation filed its Form 10-Q for the quarter
21
ended June 30, 2022, stating:
22
Our Ticketing segment revenue for the quarter grew by $331 million,
23 from $244 million in the second quarter of 2021 to $575 million in the
second quarter of 2022. Ticketing AOI for the quarter increased by
24 $131 million, from $99 million in 2021 to $231 million in 2022. The
improvement resulted from an increase in ticket sales, upward pricing
25 momentum due to higher fan demand, and higher ancillary revenue
streams. Our fee-bearing ticket sales for the quarter were 72 million, 46
26 million higher than in the second quarter of last year. This was a record
quarter for reported ticket sales, exceeding our last record set in the
27 fourth quarter of 2018 by 9 million tickets or 15%. The increase was
largely driven by sales in the United States, the United Kingdom, our
28 mainland European markets, and the addition of OCESA. Our resale

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1 business continued to excel, with nearly a billion dollars in GTV for

the second quarter of 2022, more than doubling resale GTV in the
2 second quarter of 2019. It was our second highest resale quarter ever,
powered by both Concerts and all the major sporting leagues. For the
3 first six months of 2022, our Ticketing revenue grew by $783 million,
from $272 million in 2021 to $1.1 billion in 2022. Ticketing AOI for
4 the first six month increased by $400 million, from $37 million in 2021
to $437 million in 2022. Through the end of June, our fee-bearing
5 ticket sales are 124 million tickets, 91 million ahead of 2021 and,
notably, 20 million ahead of 2019 when all markets were fully open.
6 Resale GTV through the end of June 2022 was over $1.8 billion which
is 90% of our full-year resale GTV in 2019. Overall pricing on our fee-
7 bearing tickets for the first half of the year is up more than 15%
compared to 2019. Consumer demand for premium seats and VIP
8 experiences has continued, with our Ticketmaster dynamic price sales
and GTV growing by 2.5 times the volume in 2019. Lastly, we have
9 signed 13 million net new tickets so far this year, which gives us
confidence that the Ticketmaster features and functionality will
10 continue to fuel growth going forward.
11 * * *
12 Ticketing revenue increased $331.3 million during the three months
ended June 30, 2022 as compared to the same period of the prior year
13 primarily due to an increase in North America primary and
secondary ticket fees driven by more events on sale and upward
14 pricing momentum due to higher fan demand in 2022 as compared to
the resumption of concerts and sporting events starting late in the
15 second quarter of 2021. Ticketing had incremental revenue of
$26.1 million during three months ended June 30, 2022 due to
16 acquisitions.
17 27. On October 26, 2022, the Company issues a press release in support of
18 President Biden’s call for ticketing fee transparency, stating:

19 We applaud President Biden’s advocacy for fee transparency in every

industry, including live event ticketing. Live Nation Entertainment
20 advocated for the all-in pricing mandate passed in New York earlier
this year, which requires face-value prices and fees to be shown upfront
21 – and we support the FTC mandating this nationally. We operate
ticketing marketplaces in 30+ countries around the world and have seen
22 all-in pricing adopted successfully in many countries when mandated
across the board. This only works if all ticketing marketplaces go all-in
23 together, so that consumers truly have accurate comparisons as they
shop for tickets.
24
28. Then, on November 3, 2022, Live Nation issued a press release
25
reporting its financial results for the quarter ended September 30, 2022, stating the
26
following:
27
As we have grown attendance, we have also continued driving greater
28 market pricing for our concerts, and now expect to transfer over $550

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1 million of additional payments to artists this year, continuing our

efforts to help artists get the full value from their shows.
2
* * *
3
Finally on Ticketmaster, a point on some recent press regarding
4 ticketing fees. We will continue to advocate for fee transparency in
live event ticketing. We advocated for the all-in pricing mandate
5 passed in New York earlier this year, which requires face-value prices
and fees to be shown upfront – and we support the FTC mandating this
6 nationally. We operate ticketing marketplaces in more than 30
countries around the world and have seen all-in pricing adopted
7 successfully in many countries when mandated across the board. This
only works if all ticketing marketplaces adopt together, so that
8 consumers truly can accurately compare as they shop for tickets.
9 29. The above statements identified in ¶¶ 23-28 were materially false
10 and/or misleading, and failed to disclose material adverse facts about the Company’s

11 business, operations, and prospects. Specifically, Defendants failed to disclose to

12 investors: (1) that Live Nation engaged in anticompetitive conduct, including

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

16 foregoing, Defendants’ positive statements about the Company’s business,

17 operations, and prospects were materially misleading and/or lacked a reasonable

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,

24 exacerbating complaints that the Company has “constrained competition and

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,

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1 one of the people said.” Furthermore, the article went into detail on the Taylor Swift

2 ticket debacle, stating:

3 The problems began Tuesday when Ticketmaster’s Verified Fan

system, which aims to weed out bots and professional scalpers from the
4 process, began doling out access codes to fans who were interested in
buying tickets to Ms. Swift’s Eras tour, scheduled to start in March.
5
According to a blog post by Ticketmaster, which was published on
6 Thursday but deleted within hours, 3.5 million fans registered for the
program. The company “invited” 1.5 million of those customers to the
7 presale by sending them codes, and the remaining two million were
placed on a waiting list.
8
That day, Ticketmaster received 3.5 billion system requests, causing its
9 app to crash for many users; some who were in the process of buying
tickets with their codes were unable to complete their transactions.
10 According to Ticketmaster, two million tickets were sold on Tuesday
alone. Another presale, for Capital One cardholders, was held on
11 Wednesday.
12 But Thursday afternoon, Ticketmaster canceled its plans for a public
ticket sale on Friday, when it would typically sell any tickets
13 remaining after presales. It was unclear how many tickets had
already been sold for Ms. Swift’s tour, and how many — if any —
14 remained.
15 On Friday, in her first comments about the ticketing debacle, Ms. Swift
posted a statement to social media saying she was looking into the
16 situation to see how it could be improved. But she also expressed
disappointment in Ticketmaster.
17
“I’m not going to make excuses for anyone,” Ms. Swift wrote,
18 “because we asked them, multiple times, if they could handle this kind
of demand, and we were assured that they could.”
19
31. On this news, Live Nation’s stock price fell $5.64, or 7.8%, to close at
20
$66.21 per share on November 18, 2022, on unusually heavy trading volume.
21
32. On November 19, 2022, Live Nation issued a statement on the matter,
22
stating as follows:
23
A Statement From Live Nation Entertainment
24
As we have stated many times in the past, Live Nation takes its
25 responsibilities under the antitrust laws seriously and does not
engage in behaviors that could justify antitrust litigation, let alone
26 orders that would require it to alter fundamental business practices.
27 The concert promotion business is highly competitive, with artist
management in control of selecting their promoting team. The demand
28 for live entertainment continues to grow, and there are more promoters

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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

25 business, operations, and prospects. Specifically, Defendants failed to disclose to

26 investors: (1) that Live Nation engaged in anticompetitive conduct, including

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

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1 and face fines, penalties, and reputational harm; and (3) that, as a result of the

2 foregoing, Defendants’ positive statements about the Company’s business,

3 operations, and prospects were materially misleading and/or lacked a reasonable

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:

13 As you know, we have long been concerned about the state of

competition in America’s ticketing industry, especially with the power
14 and reach of Live Nation and its wholly-owned subsidiary,
Ticketmaster. We strongly believe that music and live events connect
15 communities and bring people together. For too long, Live Nation and
Ticketmaster have wielded monopoly power anticompetitively,
16 harming fans and artists alike.
17 We recently held a bipartisan hearing in the Senate Judiciary
Committee at which the President of Live Nation testified under oath,
18 as did other industry participants, including an artist, a secondary
market ticketing company, a promoter, and industry experts. We write
19 to share some of the evidence developed at that hearing and to
encourage the Division to follow up on some remaining questions in
20 this industry.
21 As an initial matter, other than Live Nation’s executive, every witness
at our hearing testified that Live Nation is harming America’s music
22 industry. For example:
23  The Founder and CEO of Seat Geek testified that Ticketmaster
now uses even longer exclusive agreements with venues, in some
24 instances as long as ten years.
25  Clyde Lawrence, lead singer in the band Lawrence, testified that
on a $30 ticket, Live Nation adds $12 in fees, and of that $42
26 price the customer pays, only $12 goes to the band before
accounting for its cost of the tour.
27
 A competing promoter, Jam Productions, testified that Live
28 Nation attempts to lock up talent so competitors cannot produce

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1 concert tours. He also noted that 87 percent of Billboard’s Top

40 Tours in 2022 were ticketed by Ticketmaster in the U.S. and
2 that Ticketmaster has exclusive ticketing contracts for more than
85 percent of the nation’s NFL, NHL, and NBA teams. (While
3 Live Nation contested the accuracy of this data, it failed to
provide any alternative data.)
4
 A public policy expert at the James Madison Institute testified
5 that Ticketmaster’s market dominance allows it to harm
consumers through charging service fees and demanding
6 exclusivities. In particular, he noted that the service fees can be
greater than 30 percent and “are tacked on at the very end of the
7 process, on the very last screen before purchasing,” raising
questions about deceptive pricing strategies.
8
 A former DOJ lawyer testified that the conduct remedies in the
9 2010 consent decree from the Live Nation-Ticketmaster merger
investigation have failed and that such failures constitute hard
10 evidence of the firm’s monopoly power. She also testified that
“the company still has the power to silence market participants
11 who fear its retaliation.”
12 35. Seemingly in response to the senators’ letter, Live Nation issued a
13 statement on February 23, 2023, stating:

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. . . .

CLASS ACTION COMPLAINT

13
Case 2:23-cv-06343-RGK-AS Document 1 Filed 08/04/23 Page 15 of 31 Page ID #:15

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.

CLASS ACTION COMPLAINT

14
Case 2:23-cv-06343-RGK-AS Document 1 Filed 08/04/23 Page 16 of 31 Page ID #:16

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:

CLASS ACTION COMPLAINT

15
Case 2:23-cv-06343-RGK-AS Document 1 Filed 08/04/23 Page 17 of 31 Page ID #:17

1 We are optimistic about the long-term potential of our Company and

are focused on the key elements of our business model: expanding our
2 concerts platform with more shows and fans in both existing and new
markets as well as improving the on-site experience for our fans by
3 enhancing food and beverage products and premium service offerings.
We will drive conversion of ticket sales through development of
4 innovative products that support selling tickets to fans. Our ticket
marketplaces have reduced friction in the ticket purchase experience
5 and created additional revenue opportunities. In addition, we continue
to grow our sponsorship and advertising partnerships and our clients
6 are able to reach their customers via the powerful connection that live
shows creates with ardent fans.
7
Serving artists remains at the center of our strategy and we work with
8 them to continue improving the fan experience. We joined with more
than 20 of the industry’s top artist coalitions, management groups,
9 music labels, and agencies to propose the FAIR Ticketing Act which
focuses on reforms that will protect fans, artists, and venues. As part of
10 this, we joined with President Biden to champion all-in pricing at the
venues we operate and pushed for increased transparency to consumers,
11 outlawing speculative tickets, greater enforcement of the BOTS Act
and elimination of other deceptive practices. We believe these are
12 positive first steps to a broader reform that is needed in the industry.
13 40. The above statements identified in ¶¶ 35-37, 39 were materially false
14 and/or misleading, and failed to disclose material adverse facts about the Company’s

15 business, operations, and prospects. Specifically, Defendants failed to disclose to

16 investors: (1) that Live Nation engaged in anticompetitive conduct, including

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

20 foregoing, Defendants’ positive statements about the Company’s business,

21 operations, and prospects were materially misleading and/or lacked a reasonable

22 basis.

23 Disclosures at the End of the Class Period

24 41. On July 28, 2023 at 3:13 p.m. Eastern time, Politico reported that the
25 DOJ “could file an antitrust lawsuit against [Live Nation and Ticketmaster] by the

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

28 giant is abusing its power over the live music industry.”

CLASS ACTION COMPLAINT

16
Case 2:23-cv-06343-RGK-AS Document 1 Filed 08/04/23 Page 18 of 31 Page ID #:18

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.

3 CLASS ACTION ALLEGATIONS

4 43. Plaintiff brings this action as a class action pursuant to Federal Rule of
5 Civil Procedure 23(a) and (b)(3) on behalf of a class, consisting of all persons and

6 entities that purchased or otherwise acquired Live Nation securities between

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

10 representatives, heirs, successors, or assigns, and any entity in which Defendants

11 have or had a controlling interest.

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

16 discovery, Plaintiff believes that there are at least hundreds or thousands of

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

25 in violation of federal law that is complained of herein.

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.

CLASS ACTION COMPLAINT

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Case 2:23-cv-06343-RGK-AS Document 1 Filed 08/04/23 Page 19 of 31 Page ID #:19

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:

4 (a) whether the federal securities laws were violated by Defendants’

5 acts as alleged herein;

6 (b) whether statements made by Defendants to the investing public

7 during the Class Period omitted and/or misrepresented material facts about the

8 business, operations, and prospects of Live Nation; and

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

13 impracticable. Furthermore, as the damages suffered by individual Class members

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.

17 UNDISCLOSED ADVERSE FACTS

18 49. The market for Live Nation’s securities was open, well-developed and
19 efficient at all relevant times. As a result of these materially false and/or misleading

20 statements, and/or failures to disclose, Live Nation’s securities traded at artificially

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

24 Live Nation, and have been damaged thereby.

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

27 false and/or misleading statements and/or omitting to disclose material facts

28 necessary to make Defendants’ statements, as set forth herein, not false and/or

CLASS ACTION COMPLAINT

18
Case 2:23-cv-06343-RGK-AS Document 1 Filed 08/04/23 Page 20 of 31 Page ID #:20

1 misleading. The statements and omissions were materially false and/or misleading

2 because they failed to disclose material adverse information and/or misrepresented

3 the truth about Live Nation’s business, operations, and prospects as alleged herein.

4 51. At all relevant times, the material misrepresentations and omissions

5 particularized in this Complaint directly or proximately caused or were a substantial

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

8 be made a series of materially false and/or misleading statements about Live

9 Nation’s financial well-being and prospects. These material misstatements and/or

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

12 causing the Company’s securities to be overvalued and artificially inflated at all

13 relevant times. Defendants’ materially false and/or misleading statements during

14 the Class Period resulted in Plaintiff and other members of the Class purchasing the

15 Company’s securities at artificially inflated prices, thus causing the damages

16 complained of herein when the truth was revealed.

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

22 price of the Company’s securities significantly declined when the

23 misrepresentations made to the market, and/or the information alleged herein to

24 have been concealed from the market, and/or the effects thereof, were revealed,

25 causing investors’ losses.

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

CLASS ACTION COMPLAINT

19
Case 2:23-cv-06343-RGK-AS Document 1 Filed 08/04/23 Page 21 of 31 Page ID #:21

1 of the Company were materially false and/or misleading; knew that such statements

2 or documents would be issued or disseminated to the investing public; and

3 knowingly and substantially participated or acquiesced in the issuance or

4 dissemination of such statements or documents as primary violations of the federal

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

8 allegedly materially misleading misstatements and/or their associations with the

9 Company which made them privy to confidential proprietary information

10 concerning Live Nation, participated in the fraudulent scheme alleged herein.

11 APPLICABILITY OF PRESUMPTION OF RELIANCE

12 (FRAUD-ON-THE-MARKET DOCTRINE)
13 55. The market for Live Nation’s securities was open, well-developed and
14 efficient at all relevant times. As a result of the materially false and/or misleading

15 statements and/or failures to disclose, Live Nation’s securities traded at artificially

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

20 information relating to Live Nation, and have been damaged thereby.

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

25 be made a series of materially false and/or misleading statements about Live

26 Nation’s business, prospects, and operations. These material misstatements and/or

27 omissions created an unrealistically positive assessment of Live Nation and its

28 business, operations, and prospects, thus causing the price of the Company’s

CLASS ACTION COMPLAINT

20
Case 2:23-cv-06343-RGK-AS Document 1 Filed 08/04/23 Page 22 of 31 Page ID #:22

1 securities to be artificially inflated at all relevant times, and when disclosed,

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

4 members of the Class purchasing the Company’s securities at such artificially

5 inflated prices, and each of them has been damaged as a result.

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;

11 (b) As a regulated issuer, Live Nation filed periodic public reports

12 with the SEC and/or the New York Stock Exchange;

13 (c) Live Nation regularly communicated with public investors via

14 established market communication mechanisms, including through regular
15 dissemination of press releases on the national circuits of major newswire services

16 and through other wide-ranging public disclosures, such as communications with the

17 financial press and other similar reporting services; and/or

18 (d) Live Nation was followed by securities analysts employed by

19 brokerage firms who wrote reports about the Company, and these reports were

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

28 artificially inflated prices and a presumption of reliance applies.

CLASS ACTION COMPLAINT

21
Case 2:23-cv-06343-RGK-AS Document 1 Filed 08/04/23 Page 23 of 31 Page ID #:23

1 59. A Class-wide presumption of reliance is also appropriate in this action

2 under the Supreme Court’s holding in Affiliated Ute Citizens of Utah v. United

3 States, 406 U.S. 128 (1972), because the Class’s claims are, in large part, grounded

4 on Defendants’ material misstatements and/or omissions. Because this action

5 involves Defendants’ failure to disclose material adverse information regarding the

6 Company’s business operations and financial prospects—information that

7 Defendants were obligated to disclose—positive proof of reliance is not a

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

17 the statements alleged to be false may be characterized as forward looking, they

18 were not identified as “forward-looking statements” when made and there were no

19 meaningful cautionary statements identifying important factors that could cause

20 actual results to differ materially from those in the purportedly forward-looking

21 statements. In the alternative, to the extent that the statutory safe harbor is

22 determined to apply to any forward-looking statements pleaded herein, Defendants

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

25 the forward-looking statement was materially false or misleading, and/or the

26 forward-looking statement was authorized or approved by an executive officer of

27 Live Nation who knew that the statement was false when made.

28

CLASS ACTION COMPLAINT

22
Case 2:23-cv-06343-RGK-AS Document 1 Filed 08/04/23 Page 24 of 31 Page ID #:24

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

11 Nation’s securities at artificially inflated prices. In furtherance of this unlawful

12 scheme, plan and course of conduct, Defendants, and each defendant, took the

13 actions set forth herein.

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

21 illegal conduct charged herein or as controlling persons as alleged below.

22 64. Defendants, individually and in concert, directly and indirectly, by the

23 use, means or instrumentalities of interstate commerce and/or of the mails, engaged

24 and participated in a continuous course of conduct to conceal adverse material

25 information about Live Nation’s financial well-being and prospects, as specified

26 herein.

27 65. Defendants employed devices, schemes and artifices to defraud, while

28 in possession of material adverse non-public information and engaged in acts,

CLASS ACTION COMPLAINT

23
Case 2:23-cv-06343-RGK-AS Document 1 Filed 08/04/23 Page 25 of 31 Page ID #:25

1 practices, and a course of conduct as alleged herein in an effort to assure investors of

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

9 securities during the Class Period.

10 66. Each of the Individual Defendants’ primary liability and controlling

11 person liability arises from the following facts: (i) the Individual Defendants were

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

14 these defendants, by virtue of their responsibilities and activities as a senior officer

15 and/or director of the Company, was privy to and participated in the creation,

16 development and reporting of the Company’s internal budgets, plans, projections

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

22 of information to the investing public which they knew and/or recklessly

23 disregarded was materially false and misleading.

24 67. Defendants had actual knowledge of the misrepresentations and/or

25 omissions of material facts set forth herein, or acted with reckless disregard for the

26 truth in that they failed to ascertain and to disclose such facts, even though such

27 facts were available to them. Such defendants’ material misrepresentations and/or

28 omissions were done knowingly or recklessly and for the purpose and effect of

CLASS ACTION COMPLAINT

24
Case 2:23-cv-06343-RGK-AS Document 1 Filed 08/04/23 Page 26 of 31 Page ID #:26

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

3 by Defendants’ overstatements and/or misstatements of the Company’s business,

4 operations, financial well-being, and prospects throughout the Class Period,

5 Defendants, if they did not have actual knowledge of the misrepresentations and/or

6 omissions alleged, were reckless in failing to obtain such knowledge by deliberately

7 refraining from taking those steps necessary to discover whether those statements

8 were false or misleading.

9 68. As a result of the dissemination of the materially false and/or

10 misleading information and/or failure to disclose material facts, as set forth above,

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

16 known to or recklessly disregarded by Defendants, but not disclosed in public

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

19 high prices and were damaged thereby.

20 69. At the time of said misrepresentations and/or omissions, Plaintiff and

21 other members of the Class were ignorant of their falsity, and believed them to be

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

27 artificially inflated prices which they paid.

28

CLASS ACTION COMPLAINT

25
Case 2:23-cv-06343-RGK-AS Document 1 Filed 08/04/23 Page 27 of 31 Page ID #:27

1 70. By virtue of the foregoing, Defendants violated Section 10(b) of the

2 Exchange Act and Rule 10b-5 promulgated thereunder.

3 71. As a direct and proximate result of Defendants’ wrongful conduct,

4 Plaintiff and the other members of the Class suffered damages in connection with

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.

12 73. Individual Defendants acted as controlling persons of Live Nation

13 within the meaning of Section 20(a) of the Exchange Act as alleged herein. By

14 virtue of their high-level positions and their ownership and contractual rights,

15 participation in, and/or awareness of the Company’s operations and intimate

16 knowledge of the false financial statements filed by the Company with the SEC and

17 disseminated to the investing public, Individual Defendants had the power to

18 influence and control and did influence and control, directly or indirectly, the

19 decision-making of the Company, including the content and dissemination of 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

24 ability to prevent the issuance of the statements or cause the statements to be

25 corrected.

26 74. In particular, Individual Defendants had direct and supervisory

27 involvement in the day-to-day operations of the Company and, therefore, had the

28

CLASS ACTION COMPLAINT

26
Case 2:23-cv-06343-RGK-AS Document 1 Filed 08/04/23 Page 28 of 31 Page ID #:28

1 power to control or influence the particular transactions giving rise to the securities

2 violations as alleged herein, and exercised the same.

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

5 Complaint. By virtue of their position as controlling persons, Individual Defendants

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

8 suffered damages in connection with their purchases of the Company’s securities

9 during the Class Period.

10 PRAYER FOR RELIEF

11 WHEREFORE, Plaintiff prays for relief and judgment, as follows:
12 (a) Determining that this action is a proper class action under Rule 23 of
13 the Federal Rules of Civil Procedure;

14 (b) Awarding compensatory damages in favor of Plaintiff and the other

15 Class members against all defendants, jointly and severally, for all damages

16 sustained as a result of Defendants’ wrongdoing, in an amount to be proven at trial,

17 including interest thereon;

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

CLASS ACTION COMPLAINT

27
Case 2:23-cv-06343-RGK-AS Document 1 Filed 08/04/23 Page 29 of 31 Page ID #:29

1 DATED: August 4, 2023 GLANCY PRONGAY & MURRAY LLP

2
By: /s/ Pavithra Rajesh
3 Robert V. Prongay
4 Charles Linehan
Pavithra Rajesh
5 1925 Century Park East, Suite 2100
6 Los Angeles, California 90067
Telephone: (310) 201-9150
7 Facsimile: (310) 201-9160
8 Email: info@glancylaw.com
9 THE LAW OFFICES OF FRANK R. CRUZ
10 Frank R. Cruz
1999 Avenue of the Stars, Suite 1100
11 Los Angeles, CA 90067
12 Telephone: (310) 914-5007
13
Attorneys for Plaintiff Brian Donley
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CLASS ACTION COMPLAINT

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Case 2:23-cv-06343-RGK-AS Document 1 Filed 08/04/23 Page 30 of 31 Page ID #:30

SWORN CERTIFICATION OF PLAINTIFF

LIVE NATION ENTERTAINMENT, INC. SECURITIES LITIGATION

I, Brian Donley, certify that:

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.

3. I am willing to serve as a representative party on behalf of a class and will testify at

deposition and trial, if necessary.

4. My transactions in Live Nation Entertainment, Inc. securities during the Class Period
set forth in the Complaint are as follows:

(See attached transactions)

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

Brian Donley's Transactions in Live Nation Entertainment, Inc. (LYV)

Date Transaction Type Quantity Unit Price
7/25/2023 Bought 5 $97.2500