Class Action

tpltblogger7 Comments

In anticipation of disappointment at the end of March (90 days after 2021 annual meeting), a group of investors is discussing the possibility of a class action suit. Below is the rationale:

TPL shareholders who are exasperated and economically damaged by the governance failures of the TPL Board. The Delaware Supreme Court has addressed the fundamental deprivation of the shareholder voting franchise in the 2021 case of Coster v.UIP, a case which reenergizes Blasius Industries v. Atlas Corp. Based on many actions and omissions taken by this Board upon and since the conversion from the Trust we believe the only means of shedding the opaqueness that obscures the deprivation of shareholders voting franchise is a lawsuit that will force the discovery and disclosure of the Boards malfeasance. In order to secure competent counsel to prosecute such an action, we need to raise an expense fund to cover the prospective expenses of such a lawyer and firm. We believe that we need to target a $1 million dollar amount for this fund although we admit the amount is at best an educated guess. We have indications of pledges toward 25% of the fund. We have no lawyer or law firm yet targeted for this retainer and will only approach such legal professionals once we have secured the expense fund. Can you help!

https://corpgov.law.harvard.edu/2021/07/29/delaware-supreme-courts-response-to-chancery-for-turning-away-stockholders-claims/ “Boards must act equitably toward the company and its stockholders.”

If you have interest in participating (and spending the funds to do so!), send me an email or use the contact page. I will catalogue and relay interest to the lead investors. I’m a likely participant if it becomes clear that the board has disregarded/minimized/ignored stockholder votes.

7 thoughts on “Class Action”

  1. We’re like the precogs from minority report! Bad idea to tax small team with more crapola like this; more bad if you think they are incompetent. This might be one of the oldest companies in America with some of the least patient shareholders. If you squint and look at the last few years, governance is better. I share the view that Mgmt could be more transparent; and that McGinnis must go. I can appreciate that as a group no one here believes in anyones good intent anymore, but have you considered that the board hasn’t met since December? Maybe they aren’t calling a special meeting for this…perhaps they should by people are busy and Boards schedule a year in advance. McGinnis leaving should be a fair accompli and in meantime Mgmt should focus on running the business.

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    • Teamdeck,

      Any improvements in governance that you see today are the direct result of TPL’s engaged shareholders. None of it occurred, and would not have occurred, in the absence of shareholders demanding those improvements.

      That will continue to be true, since we have the same characters as Co-Chairmen today that we had running the Trust. After they are replaced, trust and benefit of the doubt may have a place here. Until then, you should assume that John Norris, David Barry, Tyler Glover, Dana McGinnis, and Donald Cook are only looking out for their personal interests. Those interests are self-preservation (ie controlling the board-room, ignoring shareholders) and financial (maximize director fees and stock compensation, self-dealing like Manti-Tarka leases, Ty thinking he’s a big shot in Dallas).

      So, shareholders can either choose to live with that sort of pillaging, or shareholders can take matters into their own hands and force discovery/disclosure of the Boards malfeasance. It’s not an issue of patience; this is the only way.

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  3. Massively disappointed in TPL governance. The formerly fighting new Board members are way too passive, and at this point, a fail. The old Board’s self serving behaviors, self enrichment, not good. And the big guys who led the conversion acting like they’ve drunk the KoolAid. Need to stop acting like value guys-they are and they are incredibly smart- but they need to act like owners..They need to ACT not sit there and hope. They seem to think time will solve everything. It won’t, the old guys are worthless self enriched incompetents.Next time I won’t hold back and tell y’all how I really feel bout them sumbitches. Couldn’t lead a two car funeral. Costing all of us, but they do well. UFB

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  5. I’m confused about what the $1M is for. Wouldn’t a plaintiff’s class action firm take something like this on contingency? They want a $1M retainer?

    I am a non-lawyer, but I work for a BigLaw firm (on the defense side mainly) and look at retainer amounts daily. $1M seems really, really steep for something that is almost certainly not going to trial (either Dana had the shares or he didn’t, the real fireworks would be during discovery. If the board was playing games, they settle this 100 out of 100 times before we get to discovery).

    Also, you say shareholders have been discussing this – where have those discussions been taking place?

    And isn’t there already Gliksberg’s lawsuit ongoing? What is that status of that?

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