Preview
FILED: NEW YORK COUNTY CLERK 05/13/2022 12:20 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 371 RECEIVED NYSCEF: 05/13/2022
SUPREME COURT OF THE STATE OF NEW YORK
COMMERCIAL DIVISION, NEW YORK COUNTY
YASEMIN TEKINER,
in her individual capacity, as a beneficiary and a
Trustee of The Yasemin Tekiner 2011 Descendants
Trust and derivatively as a holder of equitable Index No.: 657193/2020
interests in a shareholder or a member of the
Company Defendants, Commercial Division Part 3
Plaintiff, Hon. Joel M. Cohen, J.S.C.
- against -
FIRST AMENDED
BREMEN HOUSE INC., GERMAN NEWS COMPANY, VERIFIED COMPLAINT
INC., BERRIN TEKINER, GONCA TEKINER, and BILLUR IN INTERVENTION
AKIPEK, in her capacity as a Trustee of The Yasemin Tekiner
2011 Descendants Trust,
Defendants.
ZEYNEP TEKINER,
in her individual capacity, as a beneficiary and a
Trustee of The Zeynep Tekiner 2011 Descendants
Trust and derivatively as a holder of equitable
interests in a shareholder or a member of the
Company Defendants,
Intervenor-Plaintiff,
- against -
BREMEN HOUSE INC., GERMAN NEWS COMPANY,
INC., BERRIN TEKINER, GONCA TEKINER, and BILLUR
AKIPEK, in her capacity as a Trustee of The Zeynep Tekiner
2011 Descendants Trust,
Defendants.
Intervenor-Plaintiff Zeynep Tekiner (“Zeynep”), in her individual capacity, as a
beneficiary and a Trustee of The Zeynep Tekiner 2011 Descendants Trust (the “Zeynep Trust”)
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and derivatively as a holder of equitable interests in a shareholder or member of the Company
Defendants (as defined below), as and for her First Amended Verified Complaint in Intervention
against Defendants, Bremen House, Inc., German News Company, Inc., Berrin Tekiner, Gonca
Tekiner a/k/a Gonca Chelsea, and Billur Akipek, in her capacity as a Trustee of The Zeynep Trust
(collectively “Defendants”), allege as follows:
NATURE OF THE ACTION;
INTERVENOR’S INTERESTS AND REASONS FOR INTERVENING
1. Zeynep has been a trustee for, and is the beneficiary of, a trust that holds for her
benefit roughly one-third of the shares of Defendant Bremen House, Inc. (“Bremen” or the
“Company”) and substantial interests in the remaining Company Defendants, which own highly
valuable real estate located in New York and Texas. For some years, Zeynep has been concerned
about and has complained about the mismanagement of Bremen and its affiliated companies and
the declining value of their business and the properties they hold. A large reason for this financial
decline has been the gross mismanagement and ineptitude of Defendants Berrin Tekiner (“Berrin”)
and Gonca Tekiner a/k/a Gonca Chelsea (“Gonca”) and their pattern of bleeding the companies’
assets for their own personal gain. When Zeynep has raised issues concerning this protracted
mismanagement, she has repeatedly been met with acts of retaliation and concealment by Berrin
and Gonca (collectively the “Individual Defendants”).
2. Zeynep is personally aware that, in or around November 2020, Defendants denied
a request by her sister, Plaintiff Yasemin Tekiner (“Yasemin”), in her individual capacity, as a
beneficiary and a Trustee of The Yasemin Tekiner 2011 Descendants Trust (the “Yasemin Trust”)
and derivatively as a holder of equitable interests in a shareholder or a member of the Company
Defendants -- who then served as a Director of Defendant Bremen and as Treasurer of Defendant
German News Company, Inc. (“German News”) and was a long-term employee of Bremen -- for
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access to key financial records of the companies. When Yasemin made the request, Zeynep
repeatedly told Berrin that Yasemin was the Treasurer of German News and Director of Bremen,
that Yasemin was entitled to these records by virtue of her roles, and that Berrin should provide the
records to Yasemin. Berrin, however, was adamant that Yasemin should be denied access to the
Companies’ books and records.
3. Yasemin thereafter brought an action in the Supreme Court of the State of New
York, Commercial Division, New York County, under Index No. 657193/2020 (the “Yasemin
Action”).
4. It became readily apparent to Zeynep that Berrin sought to remove Yasemin as a
Trustee of The Yasemin Trust in retaliation for making that request and questioning her
management of the Company, and so that Berrin and Gonca would be able to continue to hide and
profit from their mismanagement and self-dealing. More recently, and shortly after Yasemin
commenced the Yasemin Action, Zeynep became aware that Defendants further retaliated against
Yasemin by: removing her as a Director of Bremen; firing her as an officer and employee of Bremen
and as Treasurer of German News, and; cutting off her salary, effective immediately. It was clear
to Zeynep that this retaliatory action was infected by a fiduciary duty breach impacting Defendant
Billur Akipek (“Akipek”), who serves as the sole remaining Trustee of the Yasemin Trust. Despite
being conflicted, Akipek, along with the corporate trustee of the Yasemin Trust, consented to
Plaintiff’s removal as a Director of Bremen, apparently acting at the direction of the Individual
Defendants.
5. As a consequence, Zeynep now seeks to intervene in the Yasemin Action as an
officer and director of the Company, and beneficiary of the Zeynep Trust, for judicial relief to
remedy the multiple breaches of fiduciary duty that the Individual Defendants have perpetrated by
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engaging in an extended course of misconduct through corporate waste and mismanagement,
conflicts of interest, self-dealing, bleeding of company assets, concealment and denial of legitimate
access to corporate records, and to redress their acts of retaliation, all of which are detrimental to
the Company and Zeynep’s interests therein. Zeynep also seeks to set aside Defendant Akipek’s
abuse of discretion in denying her any distributions whatsoever from the Zeynep Trust during the
entire existence of the Zeynep Trust and the Individual Defendants’ interference with Zeynep’s
rights under the Zeynep Trust.
6. Although Zeynep did not originally join the Yasemin Action for fear of being
retaliated against by the Individual Defendants by being terminated from her roles in the Company
and having her salary and benefits cut off, Zeynep, as an officer and director of the Bremen, fully
shares Yasemin’s concerns about how Defendants’ waste, mismanagement and self-dealing have
caused enormous financial harm to the Company, the Tekiner family legacy, and their personal
financial interests. Zeynep did not believe it was in the best interests of the Company to terminate
Yasemin or cut off her salary, and she raised her objection to the Individual Defendants.
Nonetheless, Zeynep, a single mother who relies upon her Company salary to support her family,
was compelled by the Individual Defendants to consent to these detrimental decisions for fear of
being subjected to the same wrongful retaliation to which Yasemin was subjected.
7. Collectively, Yasemin and Zeynep, through their respective trusts, hold two-thirds
of the shares of the Company, and vehemently object to the Individual Defendants’ abuses that
have resulted – and continue to result – in enormous harm to their family business and legacy.
8. Accordingly, Zeynep intervenes in this action to assert: (a) her rights, as an officer
and director of the Bremen, in the outcome of the global dispute with Defendants concerning the
harm they have caused the Company, and; (b) her direct claims against the Individual Defendants
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for the harm to her interests in the Company. Zeynep does so as of right, pursuant to CPLR §
1012, because she possesses a real and substantial interest in the outcome of this action. Zeynep
also does by permission, pursuant to CPLR § 1013, because her claims have common questions of
law and fact to those of Yasemin, and, as discovery remains open and ongoing (and only two
depositions have taken place thus far), intervention will not unduly delay the determination of this
action and/or substantially prejudice the rights of any party.
PARTIES
9. Zeynep is a resident of the State of New York. She holds a B.A. from Franklin
University in Switzerland and an M.F.A. from New York Academy of Art. She is a Trustee and is
a beneficiary of the Zeynep Trust, which owns approximately one-third of the shares of Bremen,
and holds substantial interests in the other Company Defendants. Defendants Zeynep brings this
action individually, in her capacity with the Zeynep Trust and derivatively, on behalf of the
Company Defendants, as an equitable holder of substantial shares or membership interests in those
Companies.
10. Yasemin is a resident of the State of California. She holds a B.A. from Cornell
University and an M.F.A. from Columbia University. Prior to the Individual Defendants’
retaliatory actions described fully herein, Yasemin was a Director and long-time employee of
Defendant Bremen and served as Treasurer of Defendant German News. She was a Trustee and
is a beneficiary of the Yasemin Trust, which owns approximately one-third of the shares of
Bremen, and holds substantial interests in the other Company Defendants.
11. Defendant, Berrin is a resident of County of New York in the State of New York.
She is the mother of Zeynep, Yasemin and Defendant Gonca. She serves as Chairman of the Board
of Defendant Bremen and Bremen House Texas, Inc., is Chief Executive Officer of Defendant
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German News, and works out of Bremen’s offices in New York County. She is believed to hold
management roles in the companies who are Defendants in this action and in Bremen House Texas,
Inc., and German News Texas, Inc. She is the sole member of the Protector Committee of The
Zeynep Tekiner 2011 Descendants Trust and of The Yasemin Tekiner 2011 Descendants Trust.
12. Defendant, Gonca, is a resident of Westchester County in the State of New York.
She is the sister of Zeynep and Yasemin. She is President, Chief Executive Officer and a Director
of Defendant Bremen, and works out of Bremen’s offices in New York County. She is believed
to hold management roles in the other companies who are Defendants in this action.
13. Defendant, Bremen, is a New York corporation with its principal offices located in
New York County. Bremen is the employer of Zeynep. The main business of Bremen is to invest
in, hold and manage real estate located in New York and Texas.
14. Bremen House Texas, Inc. (“Bremen Texas”) is a Delaware corporation, which is
not in good standing, and has its principal offices located in New York County. Bremen Texas is
a wholly owned subsidiary of Bremen. The main business of Bremen Texas is to invest in, hold
and manage shopping center properties located in Texas.
15. Defendant, German News, is a New York corporation with its principal offices
located in New York County. The main business of German News is to invest in, hold and manage
real estate located in New York and Texas.
16. German News Texas, Inc. (“German News Texas”) is a Delaware corporation with
its principal offices located in New York County. German News Texas is a wholly owned
subsidiary of German News. The main business of German News is to invest in, hold and manage
shopping center properties located in Texas.
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17. 254-258 W. 35th St. LLC (“254 West 35th”) is an LLC with its principal offices
located in New York County. The main business of 254 West 35th is to invest in, hold and manage
real estate located in New York County.
18. Defendant, Akipek, is a resident of New York County in the State of New York and
works out of Bremen’s offices in New York County. She is a Trustee of The Yasemin Tekiner
2011 Descendants Trust and is a director and officer of certain of the Company Defendants. She
is sued herein in her capacity as a Trustee of that Trust for having refused to authorize the bringing
of claims addressed to the misconduct of the Individual Defendants, as alleged herein.
JURISDICTION
19. This Court has jurisdiction over the subject matter of this action because it is a
court of general jurisdiction.
20. Pursuant to CPLR 301 and 302, this Court has jurisdiction over Defendants Berrin,
Gonca and Akipek given that they are residents of the State of New York, they transact business in
the State of New York and/or they committed tortious acts within this State.
21. Pursuant to CPLR 301, 302 and 311, and Section 304 of the Business Corporation
Law, this Court has jurisdiction over Defendants Bremen and German News (collectively, the
“Company Defendants”) given that they are New York corporations, they each maintain offices
within the State of New York, and/or they transact business in the State of New York.
VENUE
22. Pursuant to CPLR 503, venue is proper in this Court because the Company
Defendants and Akipek reside in this County and a substantial part of the events giving rise to
the claims asserted herein occurred within this County.
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FACTUAL ALLEGATIONS
A. The Tekiner Family Real Estate Business
23. Over a period of decades, Sami Tekiner (“Sami”), Zeynep’s and Yasemin’s father,
assembled a large portfolio of valuable real estate properties principally located in New York.
These properties were held through various corporate vehicles, including through the Company
Defendants. When Sami died in 1994, the value of these properties is believed to have been in
excess of one hundred million dollars.
24. Berrin, who was Sami’s second wife, inherited these property interests upon
Sami’s death. Because Sami suffered from Alzheimer’s, Berrin was already in control of the
family real estate business by the time Sami passed away.
25. In the early 2000s, Gonca began working in the Tekiner family business.
26. In 2011, Berrin transferred the bulk of these property interests, through the
Company Defendants that hold title to these interests, in equal parts to three irrevocable trusts
formed under Delaware law: one for the benefit of Yasemin (i.e., the Yasemin Trust), one for the
benefit of Zeynep (the “Zeynep Trust”) and one for their sister, Gonca. These trusts own the vast
majority of the shares or membership interests in the Company Defendants.
B. The Zeynep Trust and the Yasemin Trust
27. By their respective Trust Agreements, the Zeynep Trust and the Yasemin Trust
were made “irrevocable.”
28. The Trust Agreement for the Zeynep Trust specifies that in directing distributions
under the Trust, preference is to be given to providing for the needs of Zeynep. The vast majority
of the holdings of the Zeynep Trust are tied up in interests in the Company Defendants. As a result,
Zeynep’s ability to rely on income from the Zeynep Trust turns directly on the financial success of
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the Tekiner family real estate business.
29. The Zeynep Trust and the Yasemin Trust are each managed by a Trust Committee,
which consisted of Yasemin for the Yasemin Trust and Zeynep for the Zeynep Trust and one of
Berrin’s loyal lieutenants in the family business, Akipek. Because Akipek depends completely on
Berrin for her livelihood, she is beholden to Berrin when it comes to the affairs of the Yasemin
Trust, the Zeynep Trust, or of the family business. Akipek has served as a director and officer of
certain of the Company Defendants. Her mother lives in an apartment owned by the Tekiner
family business and her mother lives there under a sweetheart arrangement. Akipek has been
further incentivized to side with Berrin through the promise of a two-year bonus. Berrin is on
record as saying that Akipek “only execute[s] what we say” and has “nothing to do with decision
making” for the Company Defendants.
30. The Zeynep Trust and the Yasemin Trust each also have a corporate trustee,
Christiana Trust (“the Corporate Trustee”), with its principal offices in Wilmington, Delaware.
31. Berrin is the sole member of the Protector Committee of the Zeynep Trust and of
the Yasemin Trust, which holds the power to remove Trustees.
32. The Zeynep Trust and the Yasemin Trust each owns a 32.6% interest in Bremen,
which owns 100% of Bremen Texas.
33. The Zeynep Trust holds an approximately one-sixth interest in 254 West 35th,
which owns a commercial property located on West 35th Street in Manhattan. A 51% interest in
254 West 35th is held by The Residuary Trust U/W of Sami Tekiner (the “Sami Trust”), of which
Zeynep is believed to be a contingent beneficiary. The Zeynep Trust also hold a substantial interest
in German News, which owns 100% of German News Texas.
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34. Under Delaware law, the Trustees of the Trust have the power to sue on behalf of
the Zeynep Trust. Under the Trust Agreement, subject to the powers of the Trustees to direct its
actions, the Corporate Trustee is empowered to retain attorneys and to litigate any claims in favor
of the Zeynep Trust. The Zeynep Trust Agreement provides: “The Trustee shall hold the Trust
Principal, IN TRUST, for the benefit of ZEYNEP TEKINER (‘ZEYNEP’) and such of ZEYNEP’s
descendants as shall from time to time be living during the term of this trust”.
35. The Zeynep Trust “shall terminate upon ZEYNEP’S death...” and Zeynep has the
power to determine in her Will which of her descendants will receive the Trust principal on her
death. Because Zeynep, during her lifetime, and her descendants, once she passes away, are the
sole beneficiaries of the Trust, she has been keenly interested in how the Companies invest their
properties—as those assets are the principal holdings of the Trust.
36. The Zeynep Trust Agreement expressly provides that “[i]n directing any
distribution,” the Trustee is requested to “give preference to providing for ZEYNEP.” Id. at 2(D).
37. The Zeynep Trust Agreement further specifies that if there is a “demonstrated abuse
of discretion by the Trustee or the Trust Committee,” a “court may direct the Trustee or the Trust
Committee to make any discretionary distribution of income or principal from any trust created by
this instrument to or for the benefit of any beneficiary of such trust.”
38. Despite the stated preference given to providing for Zeynep’s needs under the
Zeynep Trust Agreement, Zeynep has never personally received any distributions of principal or
income from the Trust during the almost ten years that it has been in existence, apparently based
on instructions received from the Individual Defendants. As a result, the Trustee of the Zeynep
Trust has abused her discretion in failing to prioritize Zeynep’s needs. This will be particularly
true if the Trustee cuts off Zeynep’s salary, which, other than very modest child support, is her
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only source of income.
39. On January 8, 2021, Yasemin asked Defendant Akipek to make distributions to her
from the Trust but Akipek failed to respond.
40. On December 10, 2020, Berrin purported to remove Yasemin as a Trustee from the
Trust, which would make Akipek the sole Trustee of the Trust.
41. According to a June 15, 2017 email that Berrin sent to Yasemin, Akipek “only
execute[s]” the Individual Defendants’ directions, and “ha[s] nothing to do with decision making.”
Berrin holds other strings over Akipek’s head, given her bonus arrangements and her mother’s
sweetheart lease to a Company apartment. This puts Akipek in a conflicted position— taking
instructions from her boss, Berrin, without regard to Yasemin’s needs.
42. Defendant Berrin previously removed Yasemin as a Trustee of her Trust in 2017
but reversed her decision and reinstated Yasemin as a Trustee thereafter. Defendant Berrin
previously removed Zeynep as a Trustee of her Trust in 2017 but reversed her decision and
reinstated Zeynep as a Trustee thereafter. After they were removed, Zeynep and Yasemin spoke
with Defendants’ counsel and raised their concern that Akipek had a conflict of interest. Once
Yasemin and Zeynep were reinstated as Trustees of their respective trusts in or about 2019,
Yasemin again raised Billur’s conflict with Berrin’s counsel. Upon information and belief,
Berrin’s counsel did nothing about the conflict. Zeynep also raised the issue of Billur’s conflict
with her mother several times but her mother would tell her to speak with the attorneys.
C. The Individual Defendants’ Mismanagement and Abuse of the Company Defendants
43. Following Sami’s death, Berrin and Gonca grossly mismanaged the affairs of the
Company Defendants and the properties that they own.
44. Berrin serves as Chairman of the Board of Bremen and Bremen Texas, is Chief
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Executive Officer of German News and holds key management positions in the other Company
Defendants.
45. Gonca serves as President, Chief Executive Officer and Director of Bremen, serves
as President and Director of German News and holds key management positions in the other
Company Defendants.
46. Through their ineptitude and their repeated abuses of their corporate positions,
which they have gone to great lengths to conceal, the Individual Defendants have mismanaged the
business and finances of the Company Defendants, wasted their assets, taken on multiple conflicts
of interest, engaged in various acts of self-dealing and bled the Company Defendants of cash by
treating the Company Defendants as their personal piggy-banks.
47. Berrin does not hold a college degree and has no formal training in managing a real
estate company or real estate investment. She has a lengthy history of serious personal health
issues, including lengthy stays in institutions.
48. Likewise, Gonca does not hold a college degree and has no formal training in
managing a real estate company or real estate investment. She, too, has a lengthy history of serious
personal health issues which has led her to check into institutions.
49. Berrin and Gonca have saddled the family business’s properties with substantial and
unnecessarily large debt. At last count, the Company Defendants had mortgages totaling in excess
of $20 million. The debt service on these loans is so substantial that it makes it difficult for the
Company Defendants to turn a profit.
50. Emblematic of their self-interested approach to managing the Company Defendants
and their irreconcilable conflicts of interest, in 2017, with these entities already buried under
choking amounts of debt and with key tenants moving out of their properties, Berrin and Gonca
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chose to take on still more debt, taking down a $6 million mortgage. The proceeds of that mortgage
were used, in large part, to purchase a luxurious home for Gonca in Bronxville, New York, at the
company’s expense – even though the company already owned a multi-million dollar Manhattan
apartment that had been purchased for Gonca’s use.
51. One of the reasons Berrin and Gonca took on the $6 million mortgage, even though
the Company was already burdened with substantial debt, was that Gonca insisted on being in the
“perfect” house in Bronxville in time for the start of the school year. It is believed that the
Bronxville house was owned by Bremen House and purchased with several million dollars of
Company money, but Gonca then changed the ownership of the house into an LLC she created
with Billur.
52. Gonca thereafter listed the Bronxville house for sale and moved to a house that she
and her husband purchased in New Canaan, Connecticut, upon information and belief for
approximately $2 million. No one in the family had ever before owned a house in her name, and
all houses had been held in the Company name.
53. A Westchester home was also purchased for Berrin using the approximately $3.5
to $3.8 proceeds of a sale of a Company owned apartment. Berrin sold this home and purchased
a much less expensive home in Greenwich, Connecticut. Shortly thereafter, Berrin moved to a
Company apartment in New York City valued at approximately $3 million. It is believed that
Berrin put this apartment into her own name, breaking the historic practice of having the Company
hold title to the homes occupied by family members.
54. Berrin and Gonca regularly drain large amounts of cash out of the coffers of the
Company Defendants to pay for their lavish lifestyles. They treat the Company Defendants’
accounts as if they were their own personal accounts, paying vast amounts of personal expenses
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out of the companies, including using company funds to pay for large phone bills, housekeeping
and landscaping expenses for their homes and even pet food.
55. For example, in the early 2000s, Berrin bought a luxury yacht through one of the
family companies. When the IRS raised questions about this transaction, Berrin was forced to
unwind it and pay penalties.
56. Moreover, in 2014, Berrin gave her daughter Gonca a lucrative, unnecessary and
above-market employment agreement as President and CEO of Bremen, which was drafted by
Company counsel. That agreement guarantees Gonca at least $480,000 per year in salary (an
amount since raised further) in addition to her annual cash bonus and reimbursements of expenses.
Incredibly, that agreement restricts Bremen from terminating Gonca for ten years absent cause.
This ten-year severance arrangement is so uneconomical for the Company that it effectively
precludes Bremen from hiring a professional real estate executive to run the company. At one
point, Berrin even called Gonca the company’s “president for life.”
57. Berrin and Gonca have also treated the Company Defendants’ residential properties
as their own. They routinely put friends, relatives and domestic workers up in apartments that the
Company Defendants own, forgoing rent for the Company and giving them sweetheart deals to
occupy these units. As is their habit, Berrin and Gonca ignored the advice of the Companies’ real
estate counsel that such insider deals would make it difficult to sell these properties. The properties
also have a lengthy list of violations.
58. In 2012, while Berrin was on a lengthy vacation, certain of the Company
Defendants’ Texas properties were auctioned off. When this was discovered, the Company had to
pay to re-acquire the properties.
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59. Given this pattern of misappropriation and mismanagement, in recent years, the
Company Defendants were reporting combined losses of in excess of $1 million per year.
60. From time to time, Yasemin and Zeynep have asked for information so they can
understand why the valuable properties that their family’s Companies own have been losing so
much money, have complained about the direction of the business and have urged their family to
turn to professional advisers to help plan strategically. These efforts have been met with
multiple acts of retaliation by the Individual Defendants.
61. For example, in 2017, when Berrin proposed taking out the $6 million mortgage
largely in order to buy a house for Gonca, Yasemin questioned that transaction. Berrin threatened
Yasemin that she would retaliate against her for questioning her conduct. Zeynep did not complain
to her mother, but she did question whether the mortgage was necessary. Zeynep was concerned
that Berrin and Gonca were prioritizing their own interests above the interest of the Corporate
Defendants, including by taking on additional debt when the companies were already in precarious
financial condition.
62. In July 2017, Berrin emailed Yasemin and Zeynep to say that she had “looked
through all of the e mails and texts” on the issue and then acknowledging that she had done “the
most scary part ... by threatening you cutting you off [sic].” Berrin admitted that “it was wrong. I
thought you knew me better and ignore my empty threats. But it was WRONG and SMALL of
me.” She added that Yasemin was “right” when she said “let’s cool off, and do whatever we can
to make everyone feel secure and feel better.” Berrin concluded her email by saying: “I am sorry
and apologize for speaking so carelessly and unnecessarily.”
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63. Despite this apology, in acts of utter retaliation, Berrin instructed Yasemin not to
ask questions of Company employees and ultimately removed her as a Director of Bremen and
as a Trustee of the Yasemin Trust.
64. Further, in additional acts of utter retaliation, and despite this apology, Berrin
ultimately removed Zeynep as a Director of Bremen and as a Trustee of the Zeynep Trust.
65. On September 22, 2017, Berrin’s counsel emailed Yasemin to inform her as to the
first time that Berrin removed her as a Trustee of her Trust. The same day, Berrin’s counsel
emailed Zeynep to inform her as to the first time that Berrin removed her as a Trustee of her Trust.
Thereafter, Yasemin and Zeynep called Berrin’s counsel. As he had said in his September 22
emails about their respective removal as Trustee of respective trusts, Berrin’s counsel told
Yasemin and Zeynep that Akipek had become the sole member of the Trust Committee for their
Trusts so that they should go through Akipek regarding matters involving those Trusts. On that
call, Yasemin and Zeynep raised with Berrin’s counsel the conflict of interest that Akipek had as
her sole Trustee, given that Akipek was working under Berrin and Gonca. Berrin’s counsel replied,
“I should probably look into that.” Upon information and belief, Berrin’s counsel did not do so.
At or around this same time, Zeynep raised the issue of Akipek’s conflict of interest to her mother.
66. It was only after Yasemin and Zeynep had patched up their relationship with their
mother and Berrin became worried about the business’s growing financial difficulties, that
Yasemin and Zeynep were reinstated to their roles as a Company Director and officer and as the
Trustee of their respective Trust.
67. On several occasions during 2019, after Yasemin had been reinstated as a Trustee
of her Trust and after Zeynep had been reinstated as a Trustee of her Trust, Yasemin once more
raised with Berrin’s counsel the conflict Akipek had in serving as their Co-Trustee. Berrin’s
16
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counsel acknowledged that this conflict was a problem. Upon information and belief, Berrin’s
counsel never did anything about this conflict.
68. Zeynep also raised the issue of Billur’s conflict of interest with Berrin after
2017.
69. Berrin has also removed other trustees in the past who questioned her actions.
70. This was not Berrin and Gonca’s only act of retaliation toward Yasemin and Zeynep
that year. In April 2017, Yasemin and Zeynep objected to racist comments that Gonca made at a
family dinner, which Yasemin and Zeynep found to be offensive. Shortly thereafter, Berrin sent
her a text while Yasemin was on an airplane flight returning to California, informing Yasemin that
she had been evicted from a family-owned apartment in Manhattan. Zeynep characterized this
eviction as “unnecessarily punitive.”
71. And, as alleged below, Berrin has recently engaged in still further acts of retaliation
against Zeynep and Yasemin.
72. In June 2019, Berrin, Gonca, Yasemin,
Preview
FILED: NEW YORK COUNTY CLERK 05/13/2022 12:20 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 371 RECEIVED NYSCEF: 05/13/2022 SUPREME COURT OF THE STATE OF NEW YORK COMMERCIAL DIVISION, NEW YORK COUNTY YASEMIN TEKINER, in her individual capacity, as a beneficiary and a Trustee of The Yasemin Tekiner 2011 Descendants Trust and derivatively as a holder of equitable Index No.: 657193/2020 interests in a shareholder or a member of the Company Defendants, Commercial Division Part 3 Plaintiff, Hon. Joel M. Cohen, J.S.C. - against - FIRST AMENDED BREMEN HOUSE INC., GERMAN NEWS COMPANY, VERIFIED COMPLAINT INC., BERRIN TEKINER, GONCA TEKINER, and BILLUR IN INTERVENTION AKIPEK, in her capacity as a Trustee of The Yasemin Tekiner 2011 Descendants Trust, Defendants. ZEYNEP TEKINER, in her individual capacity, as a beneficiary and a Trustee of The Zeynep Tekiner 2011 Descendants Trust and derivatively as a holder of equitable interests in a shareholder or a member of the Company Defendants, Intervenor-Plaintiff, - against - BREMEN HOUSE INC., GERMAN NEWS COMPANY, INC., BERRIN TEKINER, GONCA TEKINER, and BILLUR AKIPEK, in her capacity as a Trustee of The Zeynep Tekiner 2011 Descendants Trust, Defendants. Intervenor-Plaintiff Zeynep Tekiner (“Zeynep”), in her individual capacity, as a beneficiary and a Trustee of The Zeynep Tekiner 2011 Descendants Trust (the “Zeynep Trust”) 1 1 of 36 FILED: NEW YORK COUNTY CLERK 05/13/2022 12:20 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 371 RECEIVED NYSCEF: 05/13/2022 and derivatively as a holder of equitable interests in a shareholder or member of the Company Defendants (as defined below), as and for her First Amended Verified Complaint in Intervention against Defendants, Bremen House, Inc., German News Company, Inc., Berrin Tekiner, Gonca Tekiner a/k/a Gonca Chelsea, and Billur Akipek, in her capacity as a Trustee of The Zeynep Trust (collectively “Defendants”), allege as follows: NATURE OF THE ACTION; INTERVENOR’S INTERESTS AND REASONS FOR INTERVENING 1. Zeynep has been a trustee for, and is the beneficiary of, a trust that holds for her benefit roughly one-third of the shares of Defendant Bremen House, Inc. (“Bremen” or the “Company”) and substantial interests in the remaining Company Defendants, which own highly valuable real estate located in New York and Texas. For some years, Zeynep has been concerned about and has complained about the mismanagement of Bremen and its affiliated companies and the declining value of their business and the properties they hold. A large reason for this financial decline has been the gross mismanagement and ineptitude of Defendants Berrin Tekiner (“Berrin”) and Gonca Tekiner a/k/a Gonca Chelsea (“Gonca”) and their pattern of bleeding the companies’ assets for their own personal gain. When Zeynep has raised issues concerning this protracted mismanagement, she has repeatedly been met with acts of retaliation and concealment by Berrin and Gonca (collectively the “Individual Defendants”). 2. Zeynep is personally aware that, in or around November 2020, Defendants denied a request by her sister, Plaintiff Yasemin Tekiner (“Yasemin”), in her individual capacity, as a beneficiary and a Trustee of The Yasemin Tekiner 2011 Descendants Trust (the “Yasemin Trust”) and derivatively as a holder of equitable interests in a shareholder or a member of the Company Defendants -- who then served as a Director of Defendant Bremen and as Treasurer of Defendant German News Company, Inc. (“German News”) and was a long-term employee of Bremen -- for 2 2 of 36 FILED: NEW YORK COUNTY CLERK 05/13/2022 12:20 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 371 RECEIVED NYSCEF: 05/13/2022 access to key financial records of the companies. When Yasemin made the request, Zeynep repeatedly told Berrin that Yasemin was the Treasurer of German News and Director of Bremen, that Yasemin was entitled to these records by virtue of her roles, and that Berrin should provide the records to Yasemin. Berrin, however, was adamant that Yasemin should be denied access to the Companies’ books and records. 3. Yasemin thereafter brought an action in the Supreme Court of the State of New York, Commercial Division, New York County, under Index No. 657193/2020 (the “Yasemin Action”). 4. It became readily apparent to Zeynep that Berrin sought to remove Yasemin as a Trustee of The Yasemin Trust in retaliation for making that request and questioning her management of the Company, and so that Berrin and Gonca would be able to continue to hide and profit from their mismanagement and self-dealing. More recently, and shortly after Yasemin commenced the Yasemin Action, Zeynep became aware that Defendants further retaliated against Yasemin by: removing her as a Director of Bremen; firing her as an officer and employee of Bremen and as Treasurer of German News, and; cutting off her salary, effective immediately. It was clear to Zeynep that this retaliatory action was infected by a fiduciary duty breach impacting Defendant Billur Akipek (“Akipek”), who serves as the sole remaining Trustee of the Yasemin Trust. Despite being conflicted, Akipek, along with the corporate trustee of the Yasemin Trust, consented to Plaintiff’s removal as a Director of Bremen, apparently acting at the direction of the Individual Defendants. 5. As a consequence, Zeynep now seeks to intervene in the Yasemin Action as an officer and director of the Company, and beneficiary of the Zeynep Trust, for judicial relief to remedy the multiple breaches of fiduciary duty that the Individual Defendants have perpetrated by 3 3 of 36 FILED: NEW YORK COUNTY CLERK 05/13/2022 12:20 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 371 RECEIVED NYSCEF: 05/13/2022 engaging in an extended course of misconduct through corporate waste and mismanagement, conflicts of interest, self-dealing, bleeding of company assets, concealment and denial of legitimate access to corporate records, and to redress their acts of retaliation, all of which are detrimental to the Company and Zeynep’s interests therein. Zeynep also seeks to set aside Defendant Akipek’s abuse of discretion in denying her any distributions whatsoever from the Zeynep Trust during the entire existence of the Zeynep Trust and the Individual Defendants’ interference with Zeynep’s rights under the Zeynep Trust. 6. Although Zeynep did not originally join the Yasemin Action for fear of being retaliated against by the Individual Defendants by being terminated from her roles in the Company and having her salary and benefits cut off, Zeynep, as an officer and director of the Bremen, fully shares Yasemin’s concerns about how Defendants’ waste, mismanagement and self-dealing have caused enormous financial harm to the Company, the Tekiner family legacy, and their personal financial interests. Zeynep did not believe it was in the best interests of the Company to terminate Yasemin or cut off her salary, and she raised her objection to the Individual Defendants. Nonetheless, Zeynep, a single mother who relies upon her Company salary to support her family, was compelled by the Individual Defendants to consent to these detrimental decisions for fear of being subjected to the same wrongful retaliation to which Yasemin was subjected. 7. Collectively, Yasemin and Zeynep, through their respective trusts, hold two-thirds of the shares of the Company, and vehemently object to the Individual Defendants’ abuses that have resulted – and continue to result – in enormous harm to their family business and legacy. 8. Accordingly, Zeynep intervenes in this action to assert: (a) her rights, as an officer and director of the Bremen, in the outcome of the global dispute with Defendants concerning the harm they have caused the Company, and; (b) her direct claims against the Individual Defendants 4 4 of 36 FILED: NEW YORK COUNTY CLERK 05/13/2022 12:20 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 371 RECEIVED NYSCEF: 05/13/2022 for the harm to her interests in the Company. Zeynep does so as of right, pursuant to CPLR § 1012, because she possesses a real and substantial interest in the outcome of this action. Zeynep also does by permission, pursuant to CPLR § 1013, because her claims have common questions of law and fact to those of Yasemin, and, as discovery remains open and ongoing (and only two depositions have taken place thus far), intervention will not unduly delay the determination of this action and/or substantially prejudice the rights of any party. PARTIES 9. Zeynep is a resident of the State of New York. She holds a B.A. from Franklin University in Switzerland and an M.F.A. from New York Academy of Art. She is a Trustee and is a beneficiary of the Zeynep Trust, which owns approximately one-third of the shares of Bremen, and holds substantial interests in the other Company Defendants. Defendants Zeynep brings this action individually, in her capacity with the Zeynep Trust and derivatively, on behalf of the Company Defendants, as an equitable holder of substantial shares or membership interests in those Companies. 10. Yasemin is a resident of the State of California. She holds a B.A. from Cornell University and an M.F.A. from Columbia University. Prior to the Individual Defendants’ retaliatory actions described fully herein, Yasemin was a Director and long-time employee of Defendant Bremen and served as Treasurer of Defendant German News. She was a Trustee and is a beneficiary of the Yasemin Trust, which owns approximately one-third of the shares of Bremen, and holds substantial interests in the other Company Defendants. 11. Defendant, Berrin is a resident of County of New York in the State of New York. She is the mother of Zeynep, Yasemin and Defendant Gonca. She serves as Chairman of the Board of Defendant Bremen and Bremen House Texas, Inc., is Chief Executive Officer of Defendant 5 5 of 36 FILED: NEW YORK COUNTY CLERK 05/13/2022 12:20 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 371 RECEIVED NYSCEF: 05/13/2022 German News, and works out of Bremen’s offices in New York County. She is believed to hold management roles in the companies who are Defendants in this action and in Bremen House Texas, Inc., and German News Texas, Inc. She is the sole member of the Protector Committee of The Zeynep Tekiner 2011 Descendants Trust and of The Yasemin Tekiner 2011 Descendants Trust. 12. Defendant, Gonca, is a resident of Westchester County in the State of New York. She is the sister of Zeynep and Yasemin. She is President, Chief Executive Officer and a Director of Defendant Bremen, and works out of Bremen’s offices in New York County. She is believed to hold management roles in the other companies who are Defendants in this action. 13. Defendant, Bremen, is a New York corporation with its principal offices located in New York County. Bremen is the employer of Zeynep. The main business of Bremen is to invest in, hold and manage real estate located in New York and Texas. 14. Bremen House Texas, Inc. (“Bremen Texas”) is a Delaware corporation, which is not in good standing, and has its principal offices located in New York County. Bremen Texas is a wholly owned subsidiary of Bremen. The main business of Bremen Texas is to invest in, hold and manage shopping center properties located in Texas. 15. Defendant, German News, is a New York corporation with its principal offices located in New York County. The main business of German News is to invest in, hold and manage real estate located in New York and Texas. 16. German News Texas, Inc. (“German News Texas”) is a Delaware corporation with its principal offices located in New York County. German News Texas is a wholly owned subsidiary of German News. The main business of German News is to invest in, hold and manage shopping center properties located in Texas. 6 6 of 36 FILED: NEW YORK COUNTY CLERK 05/13/2022 12:20 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 371 RECEIVED NYSCEF: 05/13/2022 17. 254-258 W. 35th St. LLC (“254 West 35th”) is an LLC with its principal offices located in New York County. The main business of 254 West 35th is to invest in, hold and manage real estate located in New York County. 18. Defendant, Akipek, is a resident of New York County in the State of New York and works out of Bremen’s offices in New York County. She is a Trustee of The Yasemin Tekiner 2011 Descendants Trust and is a director and officer of certain of the Company Defendants. She is sued herein in her capacity as a Trustee of that Trust for having refused to authorize the bringing of claims addressed to the misconduct of the Individual Defendants, as alleged herein. JURISDICTION 19. This Court has jurisdiction over the subject matter of this action because it is a court of general jurisdiction. 20. Pursuant to CPLR 301 and 302, this Court has jurisdiction over Defendants Berrin, Gonca and Akipek given that they are residents of the State of New York, they transact business in the State of New York and/or they committed tortious acts within this State. 21. Pursuant to CPLR 301, 302 and 311, and Section 304 of the Business Corporation Law, this Court has jurisdiction over Defendants Bremen and German News (collectively, the “Company Defendants”) given that they are New York corporations, they each maintain offices within the State of New York, and/or they transact business in the State of New York. VENUE 22. Pursuant to CPLR 503, venue is proper in this Court because the Company Defendants and Akipek reside in this County and a substantial part of the events giving rise to the claims asserted herein occurred within this County. 7 7 of 36 FILED: NEW YORK COUNTY CLERK 05/13/2022 12:20 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 371 RECEIVED NYSCEF: 05/13/2022 FACTUAL ALLEGATIONS A. The Tekiner Family Real Estate Business 23. Over a period of decades, Sami Tekiner (“Sami”), Zeynep’s and Yasemin’s father, assembled a large portfolio of valuable real estate properties principally located in New York. These properties were held through various corporate vehicles, including through the Company Defendants. When Sami died in 1994, the value of these properties is believed to have been in excess of one hundred million dollars. 24. Berrin, who was Sami’s second wife, inherited these property interests upon Sami’s death. Because Sami suffered from Alzheimer’s, Berrin was already in control of the family real estate business by the time Sami passed away. 25. In the early 2000s, Gonca began working in the Tekiner family business. 26. In 2011, Berrin transferred the bulk of these property interests, through the Company Defendants that hold title to these interests, in equal parts to three irrevocable trusts formed under Delaware law: one for the benefit of Yasemin (i.e., the Yasemin Trust), one for the benefit of Zeynep (the “Zeynep Trust”) and one for their sister, Gonca. These trusts own the vast majority of the shares or membership interests in the Company Defendants. B. The Zeynep Trust and the Yasemin Trust 27. By their respective Trust Agreements, the Zeynep Trust and the Yasemin Trust were made “irrevocable.” 28. The Trust Agreement for the Zeynep Trust specifies that in directing distributions under the Trust, preference is to be given to providing for the needs of Zeynep. The vast majority of the holdings of the Zeynep Trust are tied up in interests in the Company Defendants. As a result, Zeynep’s ability to rely on income from the Zeynep Trust turns directly on the financial success of 8 8 of 36 FILED: NEW YORK COUNTY CLERK 05/13/2022 12:20 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 371 RECEIVED NYSCEF: 05/13/2022 the Tekiner family real estate business. 29. The Zeynep Trust and the Yasemin Trust are each managed by a Trust Committee, which consisted of Yasemin for the Yasemin Trust and Zeynep for the Zeynep Trust and one of Berrin’s loyal lieutenants in the family business, Akipek. Because Akipek depends completely on Berrin for her livelihood, she is beholden to Berrin when it comes to the affairs of the Yasemin Trust, the Zeynep Trust, or of the family business. Akipek has served as a director and officer of certain of the Company Defendants. Her mother lives in an apartment owned by the Tekiner family business and her mother lives there under a sweetheart arrangement. Akipek has been further incentivized to side with Berrin through the promise of a two-year bonus. Berrin is on record as saying that Akipek “only execute[s] what we say” and has “nothing to do with decision making” for the Company Defendants. 30. The Zeynep Trust and the Yasemin Trust each also have a corporate trustee, Christiana Trust (“the Corporate Trustee”), with its principal offices in Wilmington, Delaware. 31. Berrin is the sole member of the Protector Committee of the Zeynep Trust and of the Yasemin Trust, which holds the power to remove Trustees. 32. The Zeynep Trust and the Yasemin Trust each owns a 32.6% interest in Bremen, which owns 100% of Bremen Texas. 33. The Zeynep Trust holds an approximately one-sixth interest in 254 West 35th, which owns a commercial property located on West 35th Street in Manhattan. A 51% interest in 254 West 35th is held by The Residuary Trust U/W of Sami Tekiner (the “Sami Trust”), of which Zeynep is believed to be a contingent beneficiary. The Zeynep Trust also hold a substantial interest in German News, which owns 100% of German News Texas. 9 9 of 36 FILED: NEW YORK COUNTY CLERK 05/13/2022 12:20 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 371 RECEIVED NYSCEF: 05/13/2022 34. Under Delaware law, the Trustees of the Trust have the power to sue on behalf of the Zeynep Trust. Under the Trust Agreement, subject to the powers of the Trustees to direct its actions, the Corporate Trustee is empowered to retain attorneys and to litigate any claims in favor of the Zeynep Trust. The Zeynep Trust Agreement provides: “The Trustee shall hold the Trust Principal, IN TRUST, for the benefit of ZEYNEP TEKINER (‘ZEYNEP’) and such of ZEYNEP’s descendants as shall from time to time be living during the term of this trust”. 35. The Zeynep Trust “shall terminate upon ZEYNEP’S death...” and Zeynep has the power to determine in her Will which of her descendants will receive the Trust principal on her death. Because Zeynep, during her lifetime, and her descendants, once she passes away, are the sole beneficiaries of the Trust, she has been keenly interested in how the Companies invest their properties—as those assets are the principal holdings of the Trust. 36. The Zeynep Trust Agreement expressly provides that “[i]n directing any distribution,” the Trustee is requested to “give preference to providing for ZEYNEP.” Id. at 2(D). 37. The Zeynep Trust Agreement further specifies that if there is a “demonstrated abuse of discretion by the Trustee or the Trust Committee,” a “court may direct the Trustee or the Trust Committee to make any discretionary distribution of income or principal from any trust created by this instrument to or for the benefit of any beneficiary of such trust.” 38. Despite the stated preference given to providing for Zeynep’s needs under the Zeynep Trust Agreement, Zeynep has never personally received any distributions of principal or income from the Trust during the almost ten years that it has been in existence, apparently based on instructions received from the Individual Defendants. As a result, the Trustee of the Zeynep Trust has abused her discretion in failing to prioritize Zeynep’s needs. This will be particularly true if the Trustee cuts off Zeynep’s salary, which, other than very modest child support, is her 10 10 of 36 FILED: NEW YORK COUNTY CLERK 05/13/2022 12:20 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 371 RECEIVED NYSCEF: 05/13/2022 only source of income. 39. On January 8, 2021, Yasemin asked Defendant Akipek to make distributions to her from the Trust but Akipek failed to respond. 40. On December 10, 2020, Berrin purported to remove Yasemin as a Trustee from the Trust, which would make Akipek the sole Trustee of the Trust. 41. According to a June 15, 2017 email that Berrin sent to Yasemin, Akipek “only execute[s]” the Individual Defendants’ directions, and “ha[s] nothing to do with decision making.” Berrin holds other strings over Akipek’s head, given her bonus arrangements and her mother’s sweetheart lease to a Company apartment. This puts Akipek in a conflicted position— taking instructions from her boss, Berrin, without regard to Yasemin’s needs. 42. Defendant Berrin previously removed Yasemin as a Trustee of her Trust in 2017 but reversed her decision and reinstated Yasemin as a Trustee thereafter. Defendant Berrin previously removed Zeynep as a Trustee of her Trust in 2017 but reversed her decision and reinstated Zeynep as a Trustee thereafter. After they were removed, Zeynep and Yasemin spoke with Defendants’ counsel and raised their concern that Akipek had a conflict of interest. Once Yasemin and Zeynep were reinstated as Trustees of their respective trusts in or about 2019, Yasemin again raised Billur’s conflict with Berrin’s counsel. Upon information and belief, Berrin’s counsel did nothing about the conflict. Zeynep also raised the issue of Billur’s conflict with her mother several times but her mother would tell her to speak with the attorneys. C. The Individual Defendants’ Mismanagement and Abuse of the Company Defendants 43. Following Sami’s death, Berrin and Gonca grossly mismanaged the affairs of the Company Defendants and the properties that they own. 44. Berrin serves as Chairman of the Board of Bremen and Bremen Texas, is Chief 11 11 of 36 FILED: NEW YORK COUNTY CLERK 05/13/2022 12:20 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 371 RECEIVED NYSCEF: 05/13/2022 Executive Officer of German News and holds key management positions in the other Company Defendants. 45. Gonca serves as President, Chief Executive Officer and Director of Bremen, serves as President and Director of German News and holds key management positions in the other Company Defendants. 46. Through their ineptitude and their repeated abuses of their corporate positions, which they have gone to great lengths to conceal, the Individual Defendants have mismanaged the business and finances of the Company Defendants, wasted their assets, taken on multiple conflicts of interest, engaged in various acts of self-dealing and bled the Company Defendants of cash by treating the Company Defendants as their personal piggy-banks. 47. Berrin does not hold a college degree and has no formal training in managing a real estate company or real estate investment. She has a lengthy history of serious personal health issues, including lengthy stays in institutions. 48. Likewise, Gonca does not hold a college degree and has no formal training in managing a real estate company or real estate investment. She, too, has a lengthy history of serious personal health issues which has led her to check into institutions. 49. Berrin and Gonca have saddled the family business’s properties with substantial and unnecessarily large debt. At last count, the Company Defendants had mortgages totaling in excess of $20 million. The debt service on these loans is so substantial that it makes it difficult for the Company Defendants to turn a profit. 50. Emblematic of their self-interested approach to managing the Company Defendants and their irreconcilable conflicts of interest, in 2017, with these entities already buried under choking amounts of debt and with key tenants moving out of their properties, Berrin and Gonca 12 12 of 36 FILED: NEW YORK COUNTY CLERK 05/13/2022 12:20 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 371 RECEIVED NYSCEF: 05/13/2022 chose to take on still more debt, taking down a $6 million mortgage. The proceeds of that mortgage were used, in large part, to purchase a luxurious home for Gonca in Bronxville, New York, at the company’s expense – even though the company already owned a multi-million dollar Manhattan apartment that had been purchased for Gonca’s use. 51. One of the reasons Berrin and Gonca took on the $6 million mortgage, even though the Company was already burdened with substantial debt, was that Gonca insisted on being in the “perfect” house in Bronxville in time for the start of the school year. It is believed that the Bronxville house was owned by Bremen House and purchased with several million dollars of Company money, but Gonca then changed the ownership of the house into an LLC she created with Billur. 52. Gonca thereafter listed the Bronxville house for sale and moved to a house that she and her husband purchased in New Canaan, Connecticut, upon information and belief for approximately $2 million. No one in the family had ever before owned a house in her name, and all houses had been held in the Company name. 53. A Westchester home was also purchased for Berrin using the approximately $3.5 to $3.8 proceeds of a sale of a Company owned apartment. Berrin sold this home and purchased a much less expensive home in Greenwich, Connecticut. Shortly thereafter, Berrin moved to a Company apartment in New York City valued at approximately $3 million. It is believed that Berrin put this apartment into her own name, breaking the historic practice of having the Company hold title to the homes occupied by family members. 54. Berrin and Gonca regularly drain large amounts of cash out of the coffers of the Company Defendants to pay for their lavish lifestyles. They treat the Company Defendants’ accounts as if they were their own personal accounts, paying vast amounts of personal expenses 13 13 of 36 FILED: NEW YORK COUNTY CLERK 05/13/2022 12:20 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 371 RECEIVED NYSCEF: 05/13/2022 out of the companies, including using company funds to pay for large phone bills, housekeeping and landscaping expenses for their homes and even pet food. 55. For example, in the early 2000s, Berrin bought a luxury yacht through one of the family companies. When the IRS raised questions about this transaction, Berrin was forced to unwind it and pay penalties. 56. Moreover, in 2014, Berrin gave her daughter Gonca a lucrative, unnecessary and above-market employment agreement as President and CEO of Bremen, which was drafted by Company counsel. That agreement guarantees Gonca at least $480,000 per year in salary (an amount since raised further) in addition to her annual cash bonus and reimbursements of expenses. Incredibly, that agreement restricts Bremen from terminating Gonca for ten years absent cause. This ten-year severance arrangement is so uneconomical for the Company that it effectively precludes Bremen from hiring a professional real estate executive to run the company. At one point, Berrin even called Gonca the company’s “president for life.” 57. Berrin and Gonca have also treated the Company Defendants’ residential properties as their own. They routinely put friends, relatives and domestic workers up in apartments that the Company Defendants own, forgoing rent for the Company and giving them sweetheart deals to occupy these units. As is their habit, Berrin and Gonca ignored the advice of the Companies’ real estate counsel that such insider deals would make it difficult to sell these properties. The properties also have a lengthy list of violations. 58. In 2012, while Berrin was on a lengthy vacation, certain of the Company Defendants’ Texas properties were auctioned off. When this was discovered, the Company had to pay to re-acquire the properties. 14 14 of 36 FILED: NEW YORK COUNTY CLERK 05/13/2022 12:20 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 371 RECEIVED NYSCEF: 05/13/2022 59. Given this pattern of misappropriation and mismanagement, in recent years, the Company Defendants were reporting combined losses of in excess of $1 million per year. 60. From time to time, Yasemin and Zeynep have asked for information so they can understand why the valuable properties that their family’s Companies own have been losing so much money, have complained about the direction of the business and have urged their family to turn to professional advisers to help plan strategically. These efforts have been met with multiple acts of retaliation by the Individual Defendants. 61. For example, in 2017, when Berrin proposed taking out the $6 million mortgage largely in order to buy a house for Gonca, Yasemin questioned that transaction. Berrin threatened Yasemin that she would retaliate against her for questioning her conduct. Zeynep did not complain to her mother, but she did question whether the mortgage was necessary. Zeynep was concerned that Berrin and Gonca were prioritizing their own interests above the interest of the Corporate Defendants, including by taking on additional debt when the companies were already in precarious financial condition. 62. In July 2017, Berrin emailed Yasemin and Zeynep to say that she had “looked through all of the e mails and texts” on the issue and then acknowledging that she had done “the most scary part ... by threatening you cutting you off [sic].” Berrin admitted that “it was wrong. I thought you knew me better and ignore my empty threats. But it was WRONG and SMALL of me.” She added that Yasemin was “right” when she said “let’s cool off, and do whatever we can to make everyone feel secure and feel better.” Berrin concluded her email by saying: “I am sorry and apologize for speaking so carelessly and unnecessarily.” 15 15 of 36 FILED: NEW YORK COUNTY CLERK 05/13/2022 12:20 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 371 RECEIVED NYSCEF: 05/13/2022 63. Despite this apology, in acts of utter retaliation, Berrin instructed Yasemin not to ask questions of Company employees and ultimately removed her as a Director of Bremen and as a Trustee of the Yasemin Trust. 64. Further, in additional acts of utter retaliation, and despite this apology, Berrin ultimately removed Zeynep as a Director of Bremen and as a Trustee of the Zeynep Trust. 65. On September 22, 2017, Berrin’s counsel emailed Yasemin to inform her as to the first time that Berrin removed her as a Trustee of her Trust. The same day, Berrin’s counsel emailed Zeynep to inform her as to the first time that Berrin removed her as a Trustee of her Trust. Thereafter, Yasemin and Zeynep called Berrin’s counsel. As he had said in his September 22 emails about their respective removal as Trustee of respective trusts, Berrin’s counsel told Yasemin and Zeynep that Akipek had become the sole member of the Trust Committee for their Trusts so that they should go through Akipek regarding matters involving those Trusts. On that call, Yasemin and Zeynep raised with Berrin’s counsel the conflict of interest that Akipek had as her sole Trustee, given that Akipek was working under Berrin and Gonca. Berrin’s counsel replied, “I should probably look into that.” Upon information and belief, Berrin’s counsel did not do so. At or around this same time, Zeynep raised the issue of Akipek’s conflict of interest to her mother. 66. It was only after Yasemin and Zeynep had patched up their relationship with their mother and Berrin became worried about the business’s growing financial difficulties, that Yasemin and Zeynep were reinstated to their roles as a Company Director and officer and as the Trustee of their respective Trust. 67. On several occasions during 2019, after Yasemin had been reinstated as a Trustee of her Trust and after Zeynep had been reinstated as a Trustee of her Trust, Yasemin once more raised with Berrin’s counsel the conflict Akipek had in serving as their Co-Trustee. Berrin’s 16 16 of 36 FILED: NEW YORK COUNTY CLERK 05/13/2022 12:20 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 371 RECEIVED NYSCEF: 05/13/2022 counsel acknowledged that this conflict was a problem. Upon information and belief, Berrin’s counsel never did anything about this conflict. 68. Zeynep also raised the issue of Billur’s conflict of interest with Berrin after 2017. 69. Berrin has also removed other trustees in the past who questioned her actions. 70. This was not Berrin and Gonca’s only act of retaliation toward Yasemin and Zeynep that year. In April 2017, Yasemin and Zeynep objected to racist comments that Gonca made at a family dinner, which Yasemin and Zeynep found to be offensive. Shortly thereafter, Berrin sent her a text while Yasemin was on an airplane flight returning to California, informing Yasemin that she had been evicted from a family-owned apartment in Manhattan. Zeynep characterized this eviction as “unnecessarily punitive.” 71. And, as alleged below, Berrin has recently engaged in still further acts of retaliation against Zeynep and Yasemin. 72. In June 2019, Berrin, Gonca, Yasemin,