It sounds as if the judge is sending a message to TPL not to mess around and conclude the 2022 Annual Meeting. This would terminate the shareholder agreement and allow HK/SV to vote as they please in the next election for directors, which means the two co-chairs. Furthermore, it removes Murray’s and Eric’s present inability to use their board positions to audit, request information from, the company……Meaning they will soon be able to investigate the Manti Tarka controversies…….If I were the co-chairs, I may be thinking its time to settle things…..
Re-read the shareholder agreement. Hk/SV would still not be able to inspect the books and records (why would the company insist on this in the agreement?) if still on the board – that said, the other directors can, which includes the new ones that get voted on in place of the co-chairs in the next election.
Is there anything in the agreement that prevents some affiliated with those two directors from also being elected? Someone like Steven Bregman from HK or someone who works closely with Eric Oliver?
Probably in the standstill provisions, but either way, they would likely be prevented from inspecting the books and records, hence the need for an independent candidate who is not beheld to the co-chairs.
Are there rails around how MS/HK can vote at the annual meeting for directors (ie. against the two clowns) or can they vote as well as they damm well please?
This does not appear entirely true. Only certain portions fall away after the 2022 meeting.
From the agreement:
“11. Termination.
(a) Unless otherwise mutually agreed in writing by each party, this Agreement shall terminate (i) if the Distribution Time has not occurred, on the earliest to occur of (A) the date on which the Trustees determine, or take affirmative steps, to abandon the Proposed Transaction; (B) the date on which a Governmental Entity having jurisdiction over any party has issued any order, decree, ruling or injunction or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the Proposed Transaction and such action has become final and nonappealable, or if there has been adopted any law that permanently makes consummation of the Proposed Transaction illegal or otherwise permanently prohibited; and (C) December 31, 2020 (the “Outside Date”); and (ii) if the Distribution Time has occurred prior to the Outside Date, following the completion of the 2022 annual meeting of stockholders of TPL Corp (the “Termination Date”); provided, however, that the respective obligations of the Investor Group under this Agreement (including the provisions of Sections 2, 3, 4, 6) shall survive until such time as no Investor Group Designee is serving on the Board; provided further that the obligations of Mission under this Agreement (including the provisions of Sections 2, 3, 4, 6) shall survive until such time as the Mission Designee is no longer serving on the Board.”
Sections 2, 3, 4, and 6 of the agreement remain in place as long as HK has representation. Section 2 is the voting commitment.
I don’t like the fact they are going to allow votes to be changed after the initial meeting. This is all starting to ring familiar to me of some past event.
I don’t think anyone is changing any votes. It is possible, but 50% of the shares have changed hands. Ex shareholders aren’t going in an re-submitting proxies. I doubt continuing shareholders are either.
It is notable the final brief on this adjournment issue came in near 1pm today, and the one page answer from Judge Laster responded in less than two hours, on a Friday afternoon. These two sentences below from the judge speak volumes.
“The court sees no need for the Company to adjourn the meeting further and perceives no basis for doing so without setting a new record date and conducting a new solicitation. As demonstrated by the authorities that the defendants have cited, a stockholder can seek relief if a company attempts to adjourn a stockholder meeting inequitably.”
This opens the door to any stockholder seeking relief if a company is playing games with adjournments from a shareholder annual meeting of November 16, 2022.
I did snicker when reading his last comment about if a shareholder was to seek relief. Judge Lester doesn’t control which cases get assigned to which judges, and makes the obvious point such a case might come to him since it’s related to the current case under review.
His last sentence is priceless: “Were the case assigned to me, I would address the application promptly.”
TPL management now knows they haven’t a leg to stand on with their attempt to keep the meeting open and further adjourn to a later date.
Can someone tell me why this is such a positive? Judge forces the 2022 meeting – in which case the Stand Still agreement between HK/SV and TPL expires … and then Proposal 4 is off the table?? God I hate TPL management …
I am going to try and reach out to Gen. Cook directly …
It’s two issues. First, the judge / Supreme Court determines the outcome of 4, not a re – vote, so no reason to have the-vote. Second, free from constraints of shareholder agreement, hk/sv could effectively resign from current seats and re-run or propose others to run against co-chairs. New board seats would be un-constrained.
You should reach out to Cook. Time to stop the madness. Also, would be a good move for the board to fully investigate Manti Tarka issues.
this company was formed when a group of individuals were given land to build a railroad to the pacific. The Land at that time happened to be worthless. This was during the time when the state of texas was giving away 160 acres to anyone who would come to Texas and live and farm it for 5 years. That was why my grandfather brought his family to texas. The land was almost free. And he even settled in a part of texas that gets a few raindrops now and then,
I read about this company in 2010. The company sold grazing leases and had a few oil wells and 8 employees. They bought back shares with income after they paid a small dividend. The shares the bought back were cancelled so as time passed there were fewer and fewer shares out there. the last shareholder would own the Land.
What has happened?
we now have a board who who is suing the shareholders. They no longer buy back shares to pay back the company debt. They want to give our shares to themselves,
Previous Trustees had issues so the siren song of a C Corp conversion convinced enough shareholders (not me) to convert and now we are stuck in corporate malaise. I pray we can get to a better board at some point before current board sells us out or devalues ownership. It’s going to be messy.
Boards you can flip. It may take some time, but it is about to get a lot easier. The trustees, they had to die or be certified insane in order to effect change.
Without the conversion from the trust structure you might have never gotten rid of the SOB Trustees. God willing that will happen soon and then they can rot in hell one day
honestly, im getting so pissed just reading how the management clowns are putting together their argument… it should be borderline illegal to use shareholder money to sue the shareholders in the first place….
imagine this scenario, you open up a bank account with an investment advisor who manages your capital. You like the way the investment advisor manages your money for the past few years which was all good. Then one day, the investment advisor decide that they want to explore other options to make more money for you but you disagree on the approach. The investment advisor then proceed to SUE YOU with YOUR MONEY in the account for not taking his advice. What happen to this world?
The Texas Pacific Land Trust Investor 
It sounds as if the judge is sending a message to TPL not to mess around and conclude the 2022 Annual Meeting. This would terminate the shareholder agreement and allow HK/SV to vote as they please in the next election for directors, which means the two co-chairs. Furthermore, it removes Murray’s and Eric’s present inability to use their board positions to audit, request information from, the company……Meaning they will soon be able to investigate the Manti Tarka controversies…….If I were the co-chairs, I may be thinking its time to settle things…..
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Re-read the shareholder agreement. Hk/SV would still not be able to inspect the books and records (why would the company insist on this in the agreement?) if still on the board – that said, the other directors can, which includes the new ones that get voted on in place of the co-chairs in the next election.
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Is there anything in the agreement that prevents some affiliated with those two directors from also being elected? Someone like Steven Bregman from HK or someone who works closely with Eric Oliver?
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Probably in the standstill provisions, but either way, they would likely be prevented from inspecting the books and records, hence the need for an independent candidate who is not beheld to the co-chairs.
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Are there rails around how MS/HK can vote at the annual meeting for directors (ie. against the two clowns) or can they vote as well as they damm well please?
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The agreement expires at the conclusion of the 2022 Meeting, so no.
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This does not appear entirely true. Only certain portions fall away after the 2022 meeting.
From the agreement:
“11. Termination.
(a) Unless otherwise mutually agreed in writing by each party, this Agreement shall terminate (i) if the Distribution Time has not occurred, on the earliest to occur of (A) the date on which the Trustees determine, or take affirmative steps, to abandon the Proposed Transaction; (B) the date on which a Governmental Entity having jurisdiction over any party has issued any order, decree, ruling or injunction or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the Proposed Transaction and such action has become final and nonappealable, or if there has been adopted any law that permanently makes consummation of the Proposed Transaction illegal or otherwise permanently prohibited; and (C) December 31, 2020 (the “Outside Date”); and (ii) if the Distribution Time has occurred prior to the Outside Date, following the completion of the 2022 annual meeting of stockholders of TPL Corp (the “Termination Date”); provided, however, that the respective obligations of the Investor Group under this Agreement (including the provisions of Sections 2, 3, 4, 6) shall survive until such time as no Investor Group Designee is serving on the Board; provided further that the obligations of Mission under this Agreement (including the provisions of Sections 2, 3, 4, 6) shall survive until such time as the Mission Designee is no longer serving on the Board.”
Sections 2, 3, 4, and 6 of the agreement remain in place as long as HK has representation. Section 2 is the voting commitment.
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Agreement expires once 22 meeting concludes, so no.
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Thanks 310 Value and Thanks to the TPL blogger for making all this possible
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I don’t like the fact they are going to allow votes to be changed after the initial meeting. This is all starting to ring familiar to me of some past event.
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I don’t think anyone is changing any votes. It is possible, but 50% of the shares have changed hands. Ex shareholders aren’t going in an re-submitting proxies. I doubt continuing shareholders are either.
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I hope you’re right. I know I did receive another proxy on 5/17/2023 which was vague and puzzling.
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It is notable the final brief on this adjournment issue came in near 1pm today, and the one page answer from Judge Laster responded in less than two hours, on a Friday afternoon. These two sentences below from the judge speak volumes.
“The court sees no need for the Company to adjourn the meeting further and perceives no basis for doing so without setting a new record date and conducting a new solicitation. As demonstrated by the authorities that the defendants have cited, a stockholder can seek relief if a company attempts to adjourn a stockholder meeting inequitably.”
This opens the door to any stockholder seeking relief if a company is playing games with adjournments from a shareholder annual meeting of November 16, 2022.
I did snicker when reading his last comment about if a shareholder was to seek relief. Judge Lester doesn’t control which cases get assigned to which judges, and makes the obvious point such a case might come to him since it’s related to the current case under review.
His last sentence is priceless: “Were the case assigned to me, I would address the application promptly.”
TPL management now knows they haven’t a leg to stand on with their attempt to keep the meeting open and further adjourn to a later date.
Finally justice for shareholders is coming!
LikeLiked by 4 people
Can someone tell me why this is such a positive? Judge forces the 2022 meeting – in which case the Stand Still agreement between HK/SV and TPL expires … and then Proposal 4 is off the table?? God I hate TPL management …
I am going to try and reach out to Gen. Cook directly …
LikeLiked by 1 person
It’s two issues. First, the judge / Supreme Court determines the outcome of 4, not a re – vote, so no reason to have the-vote. Second, free from constraints of shareholder agreement, hk/sv could effectively resign from current seats and re-run or propose others to run against co-chairs. New board seats would be un-constrained.
You should reach out to Cook. Time to stop the madness. Also, would be a good move for the board to fully investigate Manti Tarka issues.
LikeLiked by 2 people
this company was formed when a group of individuals were given land to build a railroad to the pacific. The Land at that time happened to be worthless. This was during the time when the state of texas was giving away 160 acres to anyone who would come to Texas and live and farm it for 5 years. That was why my grandfather brought his family to texas. The land was almost free. And he even settled in a part of texas that gets a few raindrops now and then,
I read about this company in 2010. The company sold grazing leases and had a few oil wells and 8 employees. They bought back shares with income after they paid a small dividend. The shares the bought back were cancelled so as time passed there were fewer and fewer shares out there. the last shareholder would own the Land.
What has happened?
we now have a board who who is suing the shareholders. They no longer buy back shares to pay back the company debt. They want to give our shares to themselves,
LikeLiked by 1 person
Previous Trustees had issues so the siren song of a C Corp conversion convinced enough shareholders (not me) to convert and now we are stuck in corporate malaise. I pray we can get to a better board at some point before current board sells us out or devalues ownership. It’s going to be messy.
LikeLiked by 1 person
Boards you can flip. It may take some time, but it is about to get a lot easier. The trustees, they had to die or be certified insane in order to effect change.
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TPL management aren’t so insane that you could put them in a mental institution.
But if they were in one, they ain’t getting out.
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Trust structure is only as good as the trustees.
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Without the conversion from the trust structure you might have never gotten rid of the SOB Trustees. God willing that will happen soon and then they can rot in hell one day
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honestly, im getting so pissed just reading how the management clowns are putting together their argument… it should be borderline illegal to use shareholder money to sue the shareholders in the first place….
imagine this scenario, you open up a bank account with an investment advisor who manages your capital. You like the way the investment advisor manages your money for the past few years which was all good. Then one day, the investment advisor decide that they want to explore other options to make more money for you but you disagree on the approach. The investment advisor then proceed to SUE YOU with YOUR MONEY in the account for not taking his advice. What happen to this world?
LikeLiked by 1 person