Okada wins right to see some additional documents
Wynn Resorts Ltd. dissident director and former shareholder Kazuo Okada won the right Thursday to see two more pages of corporate records concerning the company's $135 million donation to the University of Macau, but came up empty on other requests.
In an afternoon hearing, Clark County District Court Judge Elizabeth Gonzalez identified the papers only by number as part of a confidential "privilege log" that the company wants to keep out of Okada's hands. Afterward, Wynn attorneys said the pages are a draft of the terms of a contribution to the university that was announced last May, with the final version later made public.
Meanwhile, Gonzalez denied access to documents pertaining to a 2010 shareholder agreement instituted in conjunction with the divorce of CEO Steve Wynn and Elaine Wynn that also controls how Okada's shares can be voted. The judge will allow Okada to submit a fresh request for documents about his investment before the company's 2002 initial public stock offering, as long as the list is more specific than the first version she termed "overly broad."
Both sides declined to comment following the hearing.
The development was the latest legal round of a dispute pitting Steve Wynn and the company's board of directors against Okada.
Steve Wynn and Okada, once close business allies, split over Okada's plan to build a resort in Manila. They have attacked each other with growing intensity in the media, through litigation and boardroom maneuvering, since the dispute became public early this year.
The company last month forcibly redeemed Okada's 19.7 percent stake at a steep discount and has since taken steps to remove him from the board. Okada has promised to fight the moves and pledged a proxy fight to elect three allies as directors.
Included in the broad categories of documents Okada sought when he filed the case on Jan. 11, attorney Gidon Caine said, were particulars about meals, entertainment and lodging Wynn had provided Macau officials while doing business there.
The request is turnabout: Okada's ouster followed an investigation commissioned by the Wynn board that found Okada had improperly provided gratuities to Philippine regulators, which would violate U.S. law and made him unsuitable to continue as a Wynn investor or director.
In court papers filed late Wednesday, Okada's legal team characterized the company's production of documents as "much noise and bluster."
"Even a cursory inspection of the index demonstrates that this partial production merely scratches the surface of the documents Mr. Okada is entitled to inspect ... " the court papers said.
The 953 pages voluntarily turned over consisted of public filings, documents normally given to directors such as board meeting minutes, or, in one instance, a letter from the company to Okada's attorney.
But Wynn attorney Kirk Lenhard countered that the company had gone out of its way to accommodate Okada due to its "practice of transparency." Further, he said, many requests infringed on the company's right to confidential counsel with its attorneys.
"The Wynn board ultimately approved the limited release of certain documents for Okada's inspection notwithstanding the dark cloud hovering over him," Lenhard argued.
Contact reporter Tim O'Reiley at
toreiley@reviewjournal.com or 702-387-5290.
