Below are a few excerpts from today’s filing. Will effort to get the whole doc linked.
From Statement of Facts section:
39. On information and belief, the incumbent trustees have caused TPL to spend upwards of $5 million of shareholder capital on this proxy contest to date. But nowhere in the Declaration of Trust are trustees vested with the authority to wage proxy contests against shareholders, or in any way utilize trust property to impose on shareholders the nominee of the incumbent trustees. The trustees do not enjoy the same broad set of powers and wide field of discretion as the directors of a modern corporation. Nothing gives the incumbent trustees the power to take actions outside of managing the trust’s property as strictly outlined in the trust documents. Because the incumbent trustees have exceeded their authority under the Declaration of Trust, they are personally liable to the trust for all the expenses they have incurred without proper authority.
50. On the morning of May 22, 2019, representatives of the incumbent trustees delivered intimidating correspondence to Mr. Oliver urging him not to attend the previously scheduled meeting. However, Mr. Oliver and dozens of shareholders arrived at the meeting location, and were properly routed by building security and personnel of TPL’s counsel to a conference facility on the fifth floor of the building. At 10:00 a.m., shareholders present in person or by proxy convened and conducted the meeting, and conducted a shareholder vote that resulted in Mr. Oliver being elected as TPL’s third trustee.17 The meeting was duly authorized and properly noticed, and the results of the shareholder vote taken at the meeting are binding and effective. As a result of the vote conducted during the May 22 shareholder meeting, Mr. Oliver has been elected as TPL’s third trustee.
The SoftVest Plaintiffs respectfully ask the Court to enter judgment against the incumbent trustees and grant the SoftVest Plaintiffs the following relief:
1. a declaratory judgment declaring that the vote conducted at the May 22 shareholder meeting was valid and effective and that Mr. Oliver has been duly elected as TPL’s third trustee;
2. a temporary injunction and a permanent injunction—issued after notice to the incumbent trustees and a hearing—prohibiting the incumbent trustees from: (1) taking any action to fail to recognize, dispute, or interfere with the results of the May 22 shareholder vote that resulted in the election of Eric Oliver as a TPL trustee; and (2) holding any meeting, taking any other official act, or conducting any other official business on behalf of TPL without the participation of the now duly elected third trustee, Eric Oliver;
3. actual damages resulting from the incumbent trustees’ wrongful acts;
4. an order requiring the incumbent trustees to restore to TPL all sums they have caused TPL to expend wrongfully and without authority, including without limitation all sums expended in conducting the proxy contest and all sums expended on their salaries in excess of the amount authorized by the Declaration of Trust;
5. reasonable and necessary attorneys’ fees;
6. costs of suit; and
7. all other relief at law or in equity to which the SoftVest Plaintiffs may be justly entitled.
3 thoughts on “Oliver’s Answer to Plaintiffs’ First Amended Complaint and Counterclaims OF Eric L. Oliver”
Long overdue. Glad to have the unauthorized actions of the Trustees brought to court.
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I’d love to read the entire filing if you’re able to share…I imagine it will soon be filed with the SEC as well.
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This has made my day! So glad to see HK and Softvest hit back, and hard! Aiming at the trustees individually is something I was hoping they would do. That might help with a faster settlement and resolution if the trustees are worried they could lose and be on the hook for some to all of these legal and proxy fight expenses.
I also liked the injunction to not do anything without Oliver or until the election is sorted out.
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