March 12, 2012--Wynn Resorts Ltd. board member Kazuo Okada hit the company and its directors with a lawsuit counterclaim Monday disputing the validity of Wynn's redemption of his shares at a discount.

Charging Okada was unsuitable to be a shareholder, the company said Feb. 19 it was buying back his $2.7 billion stake at a 30 percent discount and would issue Okada a 10-year, $1.9 billion note.

Okada's counterclaim to an existing Wynn Resorts lawsuit against him was filed Monday after attorneys for Okada moved the suit from state court to federal court in Las Vegas.

The counterclaim is intensely personal against Wynn Chairman and CEO Steve Wynn, saying he "has run Wynn Resorts as a personal fiefdom, packing the board with friends who do his personal bidding and paying key executives exorbitant amounts for their unwavering fealty."

The counterclaim alleges Steve Wynn and Wynn Resorts General Counsel Kimmarie Sinatra, in moving to remove Okada as the company's largest shareholder, were involved in fraud and racketeering. It says they "committed a series of predicate acts of racketeering, which include fraud, acquiring property under false pretenses, acquiring signatures under false pretenses and similar wrongful activities."

The counterclaim says that while Wynn Resorts has claimed the stock redemption is complete, Okada's company Aruze USA "disputes that this has happened."

"Among other reasons, the purported redemption is void ab initio," the filing says. (Ab initio is a Latin legal term meaning "from the start.")

The counterclaim claims that while Wynn Resorts has criticized Okada for using Wynn assets to develop a casino resort in the Philippines and has made improper payments to Filipino gaming regulators, it was Steve Wynn and Sinatra who "fraudulently promised Mr. Okada financing for the Philippine project."

The counterclaim seeks an injunction blocking Wynn from enforcing the redemption of Okada's stock.

On top of the RICO and fraud allegations against Steve Wynn and Sinatra, the counterclaim accuses the Wynn directors of breach of fiduciary duty.

The suit also seeks unspecified damages including punitive damages.

A request for comment was placed with Wynn Resorts and attorneys for the company about the counterclaim.

___

(c)2012 the Las Vegas Sun (Las Vegas, Nev.)

Visit the Las Vegas Sun (Las Vegas, Nev.) at www.lasvegassun.com

Distributed by MCT Information Services NASDAQ:WYNN,