Injunction + Request for Immediate Seat

New court docs at HK site

See docs labeled 6/25.

Press Release

White card asks court for 1) immediate confirmation of Oliver as Trustee and 2) an injunction on Trustee activity in the absence of Oliver.

It is unclear to me why these two requests weren’t filed immediately post-election or along with the countersuit.  It looks like the time requested for trial (1yr from now) was cause to get moving.

Discovery sounds like it’s terrible so far.

I think a risk now is that the blue ribbon commission gets together and converts to a C-Corp very quickly and in doing so installs a very insular board. Maybe I’m crazy but (as we’ve seen) stranger things have happened.

From Press release.  Highlighting mine:

“In order to bring the Court case to a prompt resolution, the Investor Group has filed with the United States District Court for the Northern District of Texas a request for a declaratory judgment that (1) the vote at the May 22, 2019 special meeting was valid and Mr. Oliver has been duly elected a TPL Trustee, and (2) David Barry has never been duly elected a TPL Trustee, among other things.  To prevent any further abrogation of TPL shareholders’ rights in connection with the May 2019 election, the Investor Group has also requested that the Court issue a preliminary injunction prohibiting Mr. Barry and Mr. Norris from taking any action on TPL’s behalf without Mr. Oliver’s participation as a fully empowered Trustee.  The Investor Group has also requested that the Court schedule the hearing on their motion for August 5, 2019, or as soon thereafter as the Court is available. The Court filings are available here: https://horizonkinetics.com/tpl/.

“On June 14, 2019, Mr. Barry and Mr. Norris issued a press release stating they were “obliged to remind shareholders that the proxy solicitation is suspended while the litigation is pending.”  One week later, their counsel requested, in a Court filing, a trial on the merits of the lawsuit not commence until at least August 31, 2020.  These recent statements – in addition to the daunting discovery requests served last week by Incumbents’ counsel on the Investor Group, including Eric Oliver’s son and Allan Tessler’s two daughters – make clear TPL’s true motivations behind its lawsuit: (1) intimidate the Investor Group, (2) impose on over 15,000 shareholders at least a year-long delay, and (3) incur the costs of protracted litigation. All of these nefarious tactics were taken in an effort to dodge the shareholders’ election of Mr. Oliver as Trustee.  In the meantime, the Incumbents continue to illegally manage TPL without the necessary checks Mr. Oliver would bring as a duly elected Trustee.  All TPL shareholders should be aligned in asking TPL management to fully cooperate in the prompt resolution of these matters.”

From court docs on injunction:

Counterclaim Plaintiffs also respectfully move for the issuance of a preliminary injunction that:

1. Either (i) prohibits Counterclaim Defendants from taking any action on TPL’s behalf without Mr. Oliver’s participation as a fully empowered trustee; or (ii) prohibits Counterclaim Defendants from any further unauthorized postponement of the election by requiring the previously scheduled May 22, 2019 special meeting of shareholders be reconvened within five days of entry of the injunction to allow any additional votes to be cast and the official results be confirmed and announced by TPL via press release or securities filing; and

2. Prohibits Mr. Barry from directly or indirectly taking any action on TPL’s behalf until a new election can be held pursuant to the requirements of TPL’s Declaration of Trust.

As explained in the accompanying memorandum of law, the disputes between Incumbents and TPL’s shareholders are ripe for swift resolution by declaratory judgment because the key facts underlying the disputes are uncontroverted. In addition, all four relevant factors weigh in favor of the issuance of interim injunctive relief: Counterclaim Plaintiffs are substantially likely to prevail on the merits; they and other TPL shareholders will suffer irreparable harm if the preliminary injunction does not issue; the balance of harm weighs in their favor; and issuance of preliminary injunction will serve the public interest.

6 thoughts on “Injunction + Request for Immediate Seat

  1. Are they able to convert to a c-corporation without a quorom from the Trust’s shareholders? Doesn’t that step way past the bounds of the Trust? I would imagine they can’t change the Trust Charter without a shareholder vote, but I’m hardly a legal expert.

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  2. Here’s an interesting fact that I saw when reading some of these filings on HK’s website: an additional 222,411 shares voted against general cook. My best guess is that those individuals meant to vote for Oliver but some might have just simply said no to cook and not wanting to vote for Oliver. However, I would think that majority of those 222k meant to vote for Oliver. Also, 57,725 shares voted against Oliver, and I bet those shares meant to vote for cook, although I cannot be certain.

    http://horizonkinetics.com/wp-content/uploads/2019.06.25-37-Counterclm-Pltfs-Brief-ISO-Mtn-for-Decl-Judgment-and-Prelim-Injunction.pdf

    Page 16 on the filing but shows up as 23 on pdf viewer due to the table of contents….

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