Shareholder Requests Opinions

tpltblogger52 Comments

I received this letter from a well informed reader of the blog. Please leave your thoughts in the comments.

TPL Shareholders –

I need your help.

You have consistently shown that you are smart and focused on the long-term health of TPL. Therefore, I respectfully ask for your advice and input before I take action that could impact us all.

I understand that a new record date for the annual meeting would trigger events that conclude the current meeting. Terminating the meeting, in turn, terminates several burdensome requirements on HK & SV under the Investor Agreement.

If the Company is unwilling to set a new record date, I intend to file suit in Delaware (on my dime) to force a new record date. The judge has all but sent a telegram to shareholders telling them this will result in a favorable ruling.

I am not acting on behalf of, in concert with, or as a proxy for HK or SV. However, as a shareholder, I believe they have consistently acted in the best interest of all shareholders. My feeling is that anything that empowers them benefits all long-term shareholders.

This action would come at the expense of my time and sanity. However, I will do it if the TPL family concurs with my assessment that it is in all of our best interests.

Please let me know what you think in the comments.

Mr. X

52 thoughts on “Shareholder Requests Opinions”

    • I totally DISAGREE with having a new record date set, and that’s what the judge is trying to prevent. In this statement, the judge wants the meeting help on May 18th. “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.

      Setting a new record date and issuing a new proxy would require that the May date be postponed again due to the required time between the 14A , the record date and the meeting date.

      WE DO NOT WANT A NEW RECORD DATE. WE WANT THE DECISION FOR HK& SV TO VOTE TO HAPPEN BEFORE THE MEETING AND ASKING FOR A REVOTE COULD BE DISASTROUS AS IT WOULD GIVE MANAGEMENT MORE TIME TO SCREW AROUND WITH US.

      Please look at the totality of the Judge’s letter. He’s had enough of TPL management. Let it play out as he wants in 3 weeks.

      Liked by 1 person

      • The judge at the trial made it clear that a new meeting date would be moot. That if he ruled with TPL a new meeting date would be moot. If he ruled with Shareholders a new date would be moot.

        If you read HK/SV’s filing they seem to say they want the meeting to end.

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      • Take a look at HK/SV filing. They seems adamant that they want the meeting to end. A new record date would do that.

        The judge was crystal clear at trial that the vote on prop 4 is done one way or the other.

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        • HK/SV do want the meeting to end on May 18th, then all good things happen for us. Any new revote prevents that from happening. You can see the TPL reply where they ask to move it out and the Judge says no.

          I suggest that you call HK for the right word on their position.

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        • A new record date would NOT allow the meeting to end, it would postpone it to allow other people to vote and that takes a LOT of time.

          Liked by 1 person

    • HK’s letter to the Court makes it plain that they DO NOT want the meeting moved.

      “HAND DELIVERY AND
      FILE & SERVEXPRESS
      The Honorable J. Travis Laster
      Court of Chancery
      Leonard L. Williams Justice Center
      500 N. King Street
      Wilmington, Delaware 19801
      Re: Texas Pacific Land Corp. v. Horizon Kinetics LLC, et al.,
      C.A. No. 2022-1066-JTL (Del. Ch.)
      Dear Vice Chancellor Laster:
      I write to provide Defendants’ view on post-trial briefing and to respond to
      TPL’s letter to the Court of April 20, 2023. Although Defendants do not object to
      the “tight, four-brief sequence” that the Court suggested, they do object to additional extension of the more than six-month-old 2022 annual meeting and its stale record date.”

      Further down, this is stated:

      “As a result, there is no need to keep voting on Proposal Four open until the
      Court has reached a final decision. Voting on Proposal Four should instead be closed as currently scheduled—though the final result of the election would remain
      contingent upon the ultimate resolution of this action.”

      Liked by 1 person

  7. Maybe wait until the May meeting date to save yourself some money. If not ended by then, then do your best.

    Just my opinion.

    Liked by 2 people

    • To the extent I am buying more stock, I suppose I shouldn’t say don’t sell the stock. However, the fundamental value proposition of TPL can survive even this management team.

      Liked by 1 person

  11. There may be shareholders that would gladly ‘invest’ in your mission. I cannot think of a higher ROI than helping you bring self-serving, self-dealing management to heal. Perhaps crowdfunding a legal fund would make sense? Given TPL’s the precipitous share price decline you better hurry before we are all too impoverished to help.

    Liked by 1 person

  13. Mr X:

    Thank you for stepping up and sacrificing your sanity (and money) to doing the right thing.

    I am a long term holder and attended the ‘meeting’ in 2019 in Dallas.

    I have been vocable about my dislike of the SOB’s.

    Actions speak louder than words. Although not a large amount but I will kick in $5k to the legal fund should you want it.

    Many Thanks,

    Alan

    Liked by 1 person

  14. It is my understating that the judge’s decision will result in the meeting closing. As it has been explained to me, the votes other than prop 4 will be set. Also that the directors will now stand for election every annual meeting presuming the proposition has passed.

    Then comes the likely appeal to the Delaware Supreme Court.

    Also explained to me is that various scenarios are possible after that.

    Anyone else please weigh in if you have different or better info.

    Liked by 2 people

    • This is correct as I understand it too. However, it can be moved up from May 18 if a shareholder says “this record date is stale, votes going forward are no longer valid.” In other words, the meeting record date was set far too long ago. Even the May 18 date is a joke. The key is to have a judicial ruling that sets HK/SV free. The question is does that happen May 18 or do we need to kick start it?

      Like

  15. As a long term shareholder ( circa 20 years) I was fine with the trust and a true believer that if it wasn’t broken don’t fix it. I am against any dilutive stock issuance and will support those who share my view. Hope proposal 4 is defeated and we can vote out the offending parties.

    Liked by 2 people

    • Ditto. Been in this for 20 years as well. Trustees were not helpful but its as on auto pilot. Eventually Trustees would be replaced. C Corp was a risky deal and we are seeing the downside. I suspect we will get through it but would prefer to attend to other things than watch this board try to drive this Ferrari off the cliff.

      Liked by 1 person

  16. “Dear Counsel:
    The court has considered the parties’ submissions regarding the 2022 annual meeting and its stale record date. 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. Were such an application made in connection with the 2022 annual meeting, the Chancellor of course would have discretion over the assignment of the case, and she could view it as related matter that warranted consideration by the same judicial officer presiding over this action. Were the case assigned to me, I would address the application promptly.
    In the meantime, the parties should plan on a four-brief sequence with not more than two weeks between each brief.”

    Couldn’t you seek relief for a meeting adjourned inequitably?

    Liked by 1 person

    • X is basically right. Ask judge to consider this meeting closed. Any further vote would require a new process including recurs date with HK / SV released from major portions of the agreement.

      What he’s saying is a different way to say it. The meeting has to be closed bc the record date is too stale. It lets “old” owners control vs new owners. It would not give Management another bite at Four. The judge will decide that either way.

      Liked by 2 people

      • The judge said that the annual meeting must be closed on May 18th irrespective of the Article 4 outcome which will be decided by the court. Article 4 will be voted as it was originally voted with HK/SV voting against it and the 2022 meeting officially closed which kills the stockholder agreement and releases MS & EO.

        The Judge will decided the outcome of Article 4 after the post-trial briefs are filed and rebutted ad nauseam, but management could/would appeal to the DE Supreme Court with OUR money when they eventually lose.

        How are they executing a fiduciary responsibility to their owners in any way?

        Liked by 1 person

  19. I’m more in the camp of pepere42 that shareholders have the tailwinds of a sympathetic judge behind them and should let the May 18 meeting proceed and conclude without interference (at this point). Keep our eye on the prize with three priorities:
    1. Judge ruling to kill Prop 4
    2. Get MS/EO released from the shackles of the Stockholders Agreement
    3. Vote Barry and Norris the hell off the Board when they are up for re-nomination at the 2023 meeting.

    What I fear is that if the judge does rule against Prop 4, which is the likely outcome, what effect will TPL’s likely appeal have on us achieving those three priorities? If TPL goes to those lengths to appeal and has ability to keep delaying the adjournment of the 2022 meeting, then shareholder activism should mobilize in a big way.

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    • I think you get 1 & 3 no matter what. (Though 1 is not a done deal.) The question is what is the quickest way to terminate 2.

      Liked by 1 person

  22. Mr X
    I would support your efforts, but only have a few shares to vote (about 50).
    Hope you can keep your sanity, that would be an extreme sacrifice.

    Liked by 1 person

  23. Tpl is the stock i have held for 15 years and its value has increased beyond my wildest dreams. I want to leave it to my children. But it is incredible to watch the last few weeks. TPL makes money from the oil that the oil companies pump out of the ground. Tpl is not an oil company.
    WE must have board members who understand owning oil wells. It is hard to watch the stock lose 1/2 of its value.
    But we are not an oil company. TPL only way to make money is from their percentage of the oil removed from miles under the ground. TPL pays taxes. Tpl stockhlders also pay taxes on the earnings of the stock.
    Now we have a board of directors who are exploring in secret ways to avoid paying dividents on our stock. THey are not owners of stock but they get HUGE salaries to try to figure out ways to avoid paying the stockholders.
    When next earnings are announced of our earnings will have been used up to pay the attorneys who are suing our major stockholders. Anymore court action is pointless. the court does not understand oil royalty interest. unless you could happen tp get a judge who inherited a few acres of royalty.

    Liked by 1 person

  24. Filing suit now to force a new and not stale record date would take weeks to months before it would be potentially heard at trial, even in Delaware courts.

    I think the judge has been very clear: The meeting scheduled for May 18th needs to be held, and then concluded. He says any adjournments for a future date have no basis and he would rule accordingly if he received such an objection if the meeting is postponed again.

    Two things can happen on May 18th. They announce the vote, and close the 2022 annual meeting. Or they don’t announce the vote and adjourn the meeting which will prompt an immediate response from team HK/SV. Either of these outcomes will be happy news to most TPL blog readers.

    I believe May 18th will happen before any progress would be seen on a new case filing. If it was my nickel I would wait to see what happens, since it might obviate your potential case.

    Liked by 3 people

    • The judge said if were assigned to him, he would rule on the matter promptly. It seems like it would be an easy motion for summary judgment. If so, HK/SV gets more latitude.

      Liked by 1 person

  25. I agree with Ted, although adjournment on the 18th isn’t possible with the Judge’s decision. The 2022 meeting has to close and the court’s decision on Article 4 will happen when it happens.

    Anything that we would do in the next 3 weeks will only hurt us if it stops the meeting from closing,

    Like

    • Pepere42,

      Not to quibble since I nearly always agree with your view, but the judge has said in his opinion there is no legal basis for continued meeting adjournments.

      That said, TPL management could still open and adjourn the meeting for a later date. That would of course provoke a HK/SV response, and if assigned to Judge Lester, the anticipated decision to rule the meeting closed.

      And that, because its a ruling means it could be appealed. TPL management’s position could be its still all tied up in the decision to be made on Proposal 4. Fruit of the same related tree. TPL management could argue if they win on appeal of Proposal 4, they could be harmed by a ruling to close the meeting and end the shareholder agreement.

      TPL has a good legal team. So does HK/SV, who also have the advantage of a good position given the briefs and comments said at trial.

      At some point the legal jousting will get settled. Fortunately Delaware courts move these cases along much faster than Federal courts. It’s inevitable decisions will be eventually made, and I anticipate before its time to vote for directors in 2023.

      Liked by 1 person

  27. My opinion is don’t attempt to mess with the process. The dueling briefs will take more time than there is left before the adjourned meeting date occurs. The courts ruling will settle the Proposition 4 question one way or the other and there is no other adjourned business before the meeting so it should be ended. Of course the courts ruling will be delayed until the 4 step briefs are finished. Then there is the expectation that the losing side will appeal further extending this farce and further damaging TPL’s stock price. Updating the record date opens up a potential revote with new Proxies and a new group of stockholders added which may result in an unexpected result. Please don’t do that.

    Liked by 3 people

    • Management could call a new vote with or without a new record date. The objective would be to get the current meeting closed to release HK/SV from certain obligations that tie their hands.

      Liked by 1 person

  28. Reading the termination paragraph of the Stockholders Agreement I am not sure your interpretation that the end of the 2022 Annual meeting frees HK et al from the their obligations under 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”

    Like

    • I can’t find a copy of the Shareholder Agreement, but ‘Expiration” of an agreement doesn’t usually fall under “Termination”. Termination deals with issues prior to a normal expiration date.

      Can someone please post a copy of the agreement and/or look for an “Expiration” Clause.

      Thanks

      Like

      • As I have mentioned I am not a Lawyer, I am an engineer by training one of my assignments was supervising a Technical Writing group preparing Heavy Duty Engine Emission Certification Test procedures for Conducting Certification Testing for the Federal Government. I am used to picking documents apart.

        FYI a Find search for the word “Expiration” in the referenced document in my prior post returned no instances of that word being used.

        Liked by 1 person

    • My understating is that if the shareholders are not on the board then they are no longer bound. A simple resignation would do that, it seems.

      It would also free them to initiate a proxy campaign.

      Upon the meeting closing, as I understand it, the directors will be unclassified and can/will then stand for election at their current term’s expiration or as part of an annual proxy vote or as a special one.

      Liked by 1 person

  30. Well you have had a day to consider the arguments for and against interfering in the process. But I have to ask if you haven’t read the stockholders agreement where are you getting the information you are basing your comments on. To me it is obvious that the only way to free the Investor Group from their obligations under the Shareholders Agreement is for both MS and EO to resign from the TPL BOD with no designated replacements. Ending the meeting doesn’t accomplish that, the Obligations in Paragraphs 2, 3, 4 and 6 continue as long as there is any Investor Group representation on the TPL BOD. Any other interpretation is wishful thinking.

    The strategy of the defendants in focusing on the exclusions to the requirement to support the TPL BOD positions in Section 2 seems appropriate to me.

    Liked by 1 person

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