Month: July 2019
Trustee Opposition to 12(c)
Legal Update
Ted writes with the following (thanks Ted!):
On Monday, July 8th an unopposed motion was filed. “MOTION Unopposed Motion for an Order Setting a Schedule For Counterclaim Plaintiffs’ Motion for a Declaratory Judgment and Preliminary Injunction filed by ART-FGT Family Partners Limited, Horizon Kinetics LLC, Eric L Oliver, SoftVest LP (Falconer, Russell)”
Translated, this means both side have agreed to a court hearing on the Declaratory Judgement (motion to dismiss with a declared judgement in favor of HK, Oliver, etc). The judge is going to take the argument briefs from each side and there will then be a hearing where each side will present their arguments, with questions from Judge Boyle before ahe makes a ruling. Before this agreement her ruling was going to be a written response without a hearing.
There has been some date movement on the filing dates for this motion. The Trustees have been granted additional time to file their arguments against this motion, now July 26th, a move from the original date of July 15th. HK/Oliver, etc will have until August 5th to respond. Since a time extension was granted to the Trustees, often one will granted routinely to HK/Oliver, etc if requested. However, if they feel the arguments of the Trustees are weak, they may just hold to the August 5 date, so they can move faster to the hearing.
The Judge wanting a hearing suggests she is interested in asking questions and uncovering additional information that may not be in the briefs before making a ruling. This also suggests its an important ruling, so going by the book is important to avoid appeals.
Fyi: source information is below. https://www.pacermonitor.com/public/case/28272476/Texas_Pacific_Land_Trust_et_al_v_Oliver
When Shareholder Votes Count
Update: Rice Brothers Win Control of EQT
They did it. They held the meeting.
Rice group set to take control of EQT board in proxy contest
It was a classy move by the EQT board to actually count the votes and to not tell the shareholders to drop dead the night before the meeting. I guess they still technically have time to do so.
Enough votes have been cast for the Rice brothers to defeat EQT’s slate of directors and take over the board in what has become the most prominent fight for control of a board since Starboard Value waged and won its proxy contest at Darden Restaurants Inc in 2014, the sources said.
Two sources said that the pair is expected to have won seven seats on the 12-member board.
Investors can vote until EQT’s annual meeting begins in Pittsburgh at 8 a.m. on Wednesday. But with big investors ranging from T.Rowe Price to the California Teachers Retirement System pension fund having already thrown their support to the brothers, sources say their win is all but assured.
Upon Further Reflection
It’s safe to say our nation’s foremost proxy advisors missed the TPL target by a country mile.
Glass Lewis Joins ISS in Recommending that Texas Pacific Land Trust Shareholders Vote FOR General Don Cook
In its May 10, 2019 report, Glass Lewis concludes that: 1
“upon a full and objective review of the arguments put forward by the Dissidents and the Trust, we ultimately see a stronger case for shareholders to support the election of General Cook. While he may lack expertise in the various business activities presently occurring on TPL’s land, in our view, General Cook has much broader and more impressive experience as a board member, including service on large public and private company boards, as well as a proven track record of advocating for and practicing good corporate governance, which we believe makes him the better choice for TPL shareholders at this time.”
In its analysis, Glass Lewis further noted that
“the upcoming shareholder vote should not be construed as a referendum on whether the Trust should immediately pursue a C-Corp conversion, in our opinion. Rather, we believe this proxy contest, like most others, comes down to which nominee is better suited to serve on the board and more likely to represent and advocate for the best long-term interests and rights of all shareholders.”
The silence is deafening.
Murray Writes
Investor Group Sends Letter To Texas Pacific Land Trustees Highlighting Urgent Need For Corporate Governance Reform At TPL
Happy July. We start the month off with a letter from Murray Stahl appealing for clean governance. MS fighting back against the takeover narrative started by the Trustees.
Your press release and the examples you cite simply calls attention with clarity to the range of abuses possible within the current framework. It is for that reason that the other day I called upon you to provide each shareholder with an updated shareholder list to facilitate the formation of open discussion groups among shareholders with a view of developing a consensus regarding alternative governance structures.
Incidentally, I declined to join your exploratory committee since I would have been required to sign a confidentiality agreement regarding governance discussions. I wished to retain the liberty of open discourse and I hope that the shareholders who read this letter will find it to be a constructive effort to promote discussion.
The Texas Pacific Land Trust Investor 