Preview
FILED: NEW YORK COUNTY CLERK 03/29/2021 10:46 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 113 RECEIVED NYSCEF: 03/29/2021
Exhibit 6
FILED: NEW YORK COUNTY CLERK 01/04/2021
03/29/2021 11:01
10:46 AM
PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 10
113 RECEIVED NYSCEF: 01/04/2021
03/29/2021
Patterson Belknap Webb & Tyler u,
1133 Avenue of theAiiisiicas New York,NY 10036-6710 212.336.2000 fax212.336.2222 uuuuuuphuvt.com
Stephen P. Younger
Paririer
(212) 336-2685
Fax·
Direct (212) 336-7981
spyouriger@pbwt.com
November 11, 2020
BY EMAIL ATTACHMENT AND CERTMED MAIL
Ms. Berrin Tekiner
Chair of the Board of Directors
Bremen House, Inc.
866
220 East Street
New York, N.Y. 10028
Email: benintek@email.com
Re: Demand to Inspect the Corporate Books and Records of Bremen House, Inc.
and German News Company. Inc.
Dear Ms. Tekiner:
We write on behalf of our client, Yasemin Tekiner ("Yascmiñ"), to request access
to certain corporate books and records of Bremen House, Inc. ("Bremen House") and German
News,"
News Company, Inc. ("German together the "Compades"), as described below.
As a director of Bremen House and as treasurer of German News, Yasemin has
right" Companies'
"an absolute, unqualified under New York law to inspect the books and
records. Derfner Mgmt., Inc. v. Lenhill Realty Corp., 90 A.D.3d 434, 435, 933 N.Y.S.2d 671,
672 (1st Dep't 2011) (haldiñg that directors and officers of corporations have an absolute,
unqualified right to inspect their corporate books and records). Moreover, as trustee of a trust for
her benefit which, among other things, holds large blocks of shares in Bremen House and
ce=== Compades'
German News, she has both statutory and law rights to inspect the
corporate records. Retirement Plan for Gen. Employees of City of North Miami v. McGraw Hill
Cos., 120 A.D.3d 1052, 1055-56 (1st Dept. 2014); see Bus. Corp. L. § 624.
The Companies own valuable New York and Texas real estate. These properties
were assembled by Yasemin's father, Sami, over a 70-year period.
Yasemin has been concerned for several years that the Companies have not been
mssgcd properly. For example, in recent years, the Companies have experienced negative cash
Companies'
flow. The investment properties have substantial debt and large expenses, which
makes itdifficult if not impossible for the Companies to turn a profit.
From time to time, Yasemin has raised questions about these matters but has been
left uninformed by company managemcñt. Notably, in 2017, in breach of your duties as Chair of
12132183v.1
FILED: NEW YORK COUNTY CLERK 01/04/2021
03/29/2021 11:01
10:46 AM
PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 10
113 RECEIVED NYSCEF: 01/04/2021
03/29/2021
November 11, 2020
Page 2
the Bremen House Board, we understand that you removed Yasemin as both director of Bremen
House and as a trustee of her own trust in response to her raising legitimate questions about the
business. One of Yasemin's concerns was that the Companies had taken out a $6 million blanket
Companies'
mortgage over the properties in order to buy a home in Bronxville, New York for
Yasemin's sister, Gonca Tekiner, to live in.
Additionally, Yasemin's sister, Gonca, was hired as Bremen House's President
and CEO at a favorable salary of $480,000 (since raised further) plus bonus. Unbeknownst to
Yasemin, the company also signed an employment contract with Gonca which gave her ten years
of guaranteed severance should she leave the company in the future. The cost of this excessive
severance would effectively preclude the company from engaging professional management
should itchoose to do so.
Moreover, at Yasemin's recommendation, the Companies engaged a real estate
adviser. We understand that you and Gonca objected to the scope of the adviser's assignment
and itwas narrowed considerably. the adviser proposed a for re-
Nonetheless, strategy
Companies'
investment of the properties. We understand that you terminated the adviser's
services and have chosen not to follow the adviser's advice.
Bremen House recently looked to sell some of its valuable development
properties so it could take steps toward returning to profitability. For example, the company
reached a deal to sell certain of its Manhattan properties to Extell Acquisitions LLC ("Extell") in
two tranches for a total sales price of $60 million. We understand that this price was below the
sales prices of recent transactions involving comparable properties in the area. When they got to
the management - without Yasemin - agreed to the price of
signing, company consulting drop
one of these sales by $10 million. Even the company's lawyers recommended against acceding
to this request, absent receipt of some additional consideration from the buyer in exchange for
doing so.
We also understand that the Companies are selling other properties.
Upon learning of the Extell sales price reduction, Yasemin recently asked Bremen
House's bookkeeper for access to certain books and records of the Companies so she could
satisfy herself that their affairs were being run properly. We understand that this request was
overruled by you, in your role as Chair of the company's Board of Directors. The denial of this
request has left Yasemin no choice but to make this books and records demand in a formal legal
manner to ensure that her legal right to review records is honored.
Pursuant to her rights as a director of Bremen House and treasurer of German
News, and also as trustee of a trust holding substantial shares in the Companies for her benefit,
Yasemin hereby requests the following books and records for the time period January 1, 2017 to
the present:
1. All documents and correspondence related to the sale or contemplated sale of
properties owned by the Companies to Extell or other buyers, including but
not limited to, any final or draft contracts, correspondence related to
negotiations with the prospective buyers, the status of any down payments for
12132183v.1
FILED: NEW YORK COUNTY CLERK 01/04/2021
03/29/2021 11:01
10:46 AM
PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 10
113 RECEIVED NYSCEF: 01/04/2021
03/29/2021
November 11, 2020
Page 3
the sales, how the sales prices were set,the status of any pre-closing
conditions and the status of any closings;
2. All documents and correspondence relating to any mortgages on any of the
properties owned by the Companies, including the balances owed on such
cc--
mortgages, and any applications or nts for any further loans,
refinancings or mortgages;
3. All profit and loss statements of the Companies;
Companies'
4. All documents related to the compensation of the officers or
emplayces, inchWng but not li-itcd to salaries, bonus and reimbursements of
officer expenses;
Compañia'
5. All employment and other agreements with the officers and
employees;
6. All analyses provided by real estate advisors concerning any properties owned
by the Companies;
7. All demments related to appraisals of properties owned the
any any by
Companies;
Companies'
8. All documents related to the expenses; and
9. A listing of all assets of the Companies.
In the meantime, Yasemin is quite concerned that the proceeds of the anticipated
property sales not be dissipated or re-invested in a f=hic.r. that could be detrimcñtal to her status
as the beneficiary of a trust holding large blocks of shares in the Companies. Accordingly,
Yasemin hereby requests that any sales proceeds from these transactions be placed in escrow
until the matters addressed in this letter can be reselved. Yasemin further requests that you not
make any further decisions regarding these property sales, includiñg granting any concessions,
deal modifications or adjouraments, without consulting her.
We are available to discuss these matters at your earliest conver.ience
Very truly yours,
Stephen P. Younger
cc: Philip J. Michaels, Esq. (Philip.michaeh@nortonreseflubright.com)
Lawrence T. Shepps, Esq. (Ishepps@bbellp.com)
12132183v.1
Preview
FILED: NEW YORK COUNTY CLERK 03/29/2021 10:46 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 113 RECEIVED NYSCEF: 03/29/2021 Exhibit 6 FILED: NEW YORK COUNTY CLERK 01/04/2021 03/29/2021 11:01 10:46 AM PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 10 113 RECEIVED NYSCEF: 01/04/2021 03/29/2021 Patterson Belknap Webb & Tyler u, 1133 Avenue of theAiiisiicas New York,NY 10036-6710 212.336.2000 fax212.336.2222 uuuuuuphuvt.com Stephen P. Younger Paririer (212) 336-2685 Fax· Direct (212) 336-7981 spyouriger@pbwt.com November 11, 2020 BY EMAIL ATTACHMENT AND CERTMED MAIL Ms. Berrin Tekiner Chair of the Board of Directors Bremen House, Inc. 866 220 East Street New York, N.Y. 10028 Email: benintek@email.com Re: Demand to Inspect the Corporate Books and Records of Bremen House, Inc. and German News Company. Inc. Dear Ms. Tekiner: We write on behalf of our client, Yasemin Tekiner ("Yascmiñ"), to request access to certain corporate books and records of Bremen House, Inc. ("Bremen House") and German News," News Company, Inc. ("German together the "Compades"), as described below. As a director of Bremen House and as treasurer of German News, Yasemin has right" Companies' "an absolute, unqualified under New York law to inspect the books and records. Derfner Mgmt., Inc. v. Lenhill Realty Corp., 90 A.D.3d 434, 435, 933 N.Y.S.2d 671, 672 (1st Dep't 2011) (haldiñg that directors and officers of corporations have an absolute, unqualified right to inspect their corporate books and records). Moreover, as trustee of a trust for her benefit which, among other things, holds large blocks of shares in Bremen House and ce=== Compades' German News, she has both statutory and law rights to inspect the corporate records. Retirement Plan for Gen. Employees of City of North Miami v. McGraw Hill Cos., 120 A.D.3d 1052, 1055-56 (1st Dept. 2014); see Bus. Corp. L. § 624. The Companies own valuable New York and Texas real estate. These properties were assembled by Yasemin's father, Sami, over a 70-year period. Yasemin has been concerned for several years that the Companies have not been mssgcd properly. For example, in recent years, the Companies have experienced negative cash Companies' flow. The investment properties have substantial debt and large expenses, which makes itdifficult if not impossible for the Companies to turn a profit. From time to time, Yasemin has raised questions about these matters but has been left uninformed by company managemcñt. Notably, in 2017, in breach of your duties as Chair of 12132183v.1 FILED: NEW YORK COUNTY CLERK 01/04/2021 03/29/2021 11:01 10:46 AM PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 10 113 RECEIVED NYSCEF: 01/04/2021 03/29/2021 November 11, 2020 Page 2 the Bremen House Board, we understand that you removed Yasemin as both director of Bremen House and as a trustee of her own trust in response to her raising legitimate questions about the business. One of Yasemin's concerns was that the Companies had taken out a $6 million blanket Companies' mortgage over the properties in order to buy a home in Bronxville, New York for Yasemin's sister, Gonca Tekiner, to live in. Additionally, Yasemin's sister, Gonca, was hired as Bremen House's President and CEO at a favorable salary of $480,000 (since raised further) plus bonus. Unbeknownst to Yasemin, the company also signed an employment contract with Gonca which gave her ten years of guaranteed severance should she leave the company in the future. The cost of this excessive severance would effectively preclude the company from engaging professional management should itchoose to do so. Moreover, at Yasemin's recommendation, the Companies engaged a real estate adviser. We understand that you and Gonca objected to the scope of the adviser's assignment and itwas narrowed considerably. the adviser proposed a for re- Nonetheless, strategy Companies' investment of the properties. We understand that you terminated the adviser's services and have chosen not to follow the adviser's advice. Bremen House recently looked to sell some of its valuable development properties so it could take steps toward returning to profitability. For example, the company reached a deal to sell certain of its Manhattan properties to Extell Acquisitions LLC ("Extell") in two tranches for a total sales price of $60 million. We understand that this price was below the sales prices of recent transactions involving comparable properties in the area. When they got to the management - without Yasemin - agreed to the price of signing, company consulting drop one of these sales by $10 million. Even the company's lawyers recommended against acceding to this request, absent receipt of some additional consideration from the buyer in exchange for doing so. We also understand that the Companies are selling other properties. Upon learning of the Extell sales price reduction, Yasemin recently asked Bremen House's bookkeeper for access to certain books and records of the Companies so she could satisfy herself that their affairs were being run properly. We understand that this request was overruled by you, in your role as Chair of the company's Board of Directors. The denial of this request has left Yasemin no choice but to make this books and records demand in a formal legal manner to ensure that her legal right to review records is honored. Pursuant to her rights as a director of Bremen House and treasurer of German News, and also as trustee of a trust holding substantial shares in the Companies for her benefit, Yasemin hereby requests the following books and records for the time period January 1, 2017 to the present: 1. All documents and correspondence related to the sale or contemplated sale of properties owned by the Companies to Extell or other buyers, including but not limited to, any final or draft contracts, correspondence related to negotiations with the prospective buyers, the status of any down payments for 12132183v.1 FILED: NEW YORK COUNTY CLERK 01/04/2021 03/29/2021 11:01 10:46 AM PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 10 113 RECEIVED NYSCEF: 01/04/2021 03/29/2021 November 11, 2020 Page 3 the sales, how the sales prices were set,the status of any pre-closing conditions and the status of any closings; 2. All documents and correspondence relating to any mortgages on any of the properties owned by the Companies, including the balances owed on such cc-- mortgages, and any applications or nts for any further loans, refinancings or mortgages; 3. All profit and loss statements of the Companies; Companies' 4. All documents related to the compensation of the officers or emplayces, inchWng but not li-itcd to salaries, bonus and reimbursements of officer expenses; Compañia' 5. All employment and other agreements with the officers and employees; 6. All analyses provided by real estate advisors concerning any properties owned by the Companies; 7. All demments related to appraisals of properties owned the any any by Companies; Companies' 8. All documents related to the expenses; and 9. A listing of all assets of the Companies. In the meantime, Yasemin is quite concerned that the proceeds of the anticipated property sales not be dissipated or re-invested in a f=hic.r. that could be detrimcñtal to her status as the beneficiary of a trust holding large blocks of shares in the Companies. Accordingly, Yasemin hereby requests that any sales proceeds from these transactions be placed in escrow until the matters addressed in this letter can be reselved. Yasemin further requests that you not make any further decisions regarding these property sales, includiñg granting any concessions, deal modifications or adjouraments, without consulting her. We are available to discuss these matters at your earliest conver.ience Very truly yours, Stephen P. Younger cc: Philip J. Michaels, Esq. (Philip.michaeh@nortonreseflubright.com) Lawrence T. Shepps, Esq. (Ishepps@bbellp.com) 12132183v.1