On December 21, 2020 a
Exhibit,Appendix
was filed
involving a dispute between
Yasemin Tekiner,
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 Interests In A Shareholder Or A Member Of The Company Defendants,
and
254-258 W. 35Th St. Llc,
Berrin Tekiner,
Billur Akipek
In Her Capacity As A Trustee Of The Yasemin Tekiner 2011 Descendants Trust,
Bremen House Inc.,
Bremen House Texas, Inc.,
German News Company, Inc.,
German News Texas, Inc.,
Gonca Tekiner,
Zeynep Tekiner,
for Commercial Division
in the District Court of New York County.
Preview
FILED: NEW YORK COUNTY CLERK 06/07/2022 02:15 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 428 RECEIVED NYSCEF: 06/07/2022
EXHIBIT E
FILED: NEW YORK COUNTY CLERK 06/07/2022 02:15 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 428 RECEIVED NYSCEF: 06/07/2022
May 26, 2022
Norton Rose Fulbright US LLP
VIA EMAIL 1301 Avenue of the Americas
New York, New York 10019-6022
Stephen Younger United States
Foley Hoag LLP
Judith A. Archer
1301 Avenue of the Americas
Partner
New York, NY 10019
Direct line +1 212 318 3342
spyounger@foleyhoag.com
judith.archer@nortonrosefulbright.com
Scott Parker
Tel +1 212 318 3000
Parker Ibrahim & Berg LLP Fax +1 212 318 3400
5 Penn Plaza, Suite 2371 nortonrosefulbright.com
New York, NY 10001
scott.parker@piblaw .com
Michele Kahn
Kahn & Goldberg, LLP
555 Fifth Avenue, 14th Floor
New York, NY 10017
mailto:mk@kahngoldberg.com
Re: Yasemin Tekiner Demand for Special Meeting and to Request Records
Counsel:
Our clients, Defendants Berrin Tekiner, Gonca Chelsea, and Billur Akipek of Bremen House, Inc.,
have instructed us to reply to a May 19, 2022 letter from your clients, Yasemin Tekiner and Zeynep
Tekiner (the “Letter”). In addition, we will respond in the near future on our clients’ behalf to a
May 23, 2022 letter from Yasemin alone, as well as to your May 25, 2022 email concerning the
sale of 81 Tanglewylde. Finally, we have been instructed to inform you and your clients that going
forward they should send any and all communications to the Defendants through us, their counsel,
in light of the litigation filed nearly a year and a half ago.
In the Letter your clients demand that Bremen House hold a special board meeting pursuant to
Section 3.11 of Bremen House’s bylaws and request that certain books and records be made
available to them. 1 Our clients respectfully decline to agree to these demands and meet with your
clients for the reasons set forth below, but we are willing to meet and confer on the topics raised
in the Letter.
The Letter is entirely pretextual. Rather than reflecting a legitimate interest in corporate
management, the Letter (which was undoubtedly drafted by counsel) is a blatant attempt to evade
the limits of the disclosure rules applicable to them in the litigation and develop a record to use in
the litigation against our clients. The Letter is also the latest in a long-standing pattern of
harassment of our clients by yours that we correctly predicted would increase following Zeynep
1 We note that the bylaws neither prescribe any deadline or format for holding a special meeting nor
sanction your demand for Company books and records.
Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas.
Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose
Fulbright South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright
Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory
information, are available at nortonrosefulbright.com.
FILED: NEW YORK COUNTY CLERK 06/07/2022 02:15 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 428 RECEIVED NYSCEF: 06/07/2022
Stephen Younger, Esq.
Scott Parker, Esq.
Michele Kahn, Esq.
May 26, 2022
Page 2
Tekiner’s intervention and the Court’s reinstatement of Yasemin Tekiner as an officer and director
of Bremen House.
Your clients’ books and records request is essentially a discovery demand. Given the lawsuit
Yasemin Tekiner filed a year and a half ago, it is inappropriate to seek corporate information from
our clients outside of the context of discovery rules that apply to the litigation. It was your clients’
choice to pursue litigation and, as a result of that choice, their request for access to Bremen
House’s corporate records must be in the context of that litigation. Indeed, your clients’ books
and records requests in the Letter are either almost identical to certain discovery requests served
on Bremen House in the litigation (e.g., “listing of all assets and liabilities of the Company,” “annual
balance sheets and profit and loss statement,” “appraisals, valuations, or similar analyses
concerning the market value,” etc.) or relate directly to claims you have made in the litigation,
including in recent motion practice (i.e., documents concerning property transactions for 5
Georgetowne North, 124 East 79th Street, 40 East 78th Street, 140 East 63rd Street, 177 East
77th Street, 15 Brookby Road). You may serve supplemental discovery requests in the litigation
if you choose, and our clients will respond to the requests in accordance with the CPLR. As the
Court has repeatedly acknowledged, your claim for books and records will be mooted by
discovery, but even if it is not, your clients’ claims for an accounting and books and records have
already been raised in the lawsuit.
Your clients’ request for a special meeting is also inappropriate given the lawsuit. Your clients
indicated that their basis for requesting a special meeting is to discuss “the current financial status
of Bremen House,” “any material financial or business changes,” and “recent, pending, and
anticipated” property transactions. These topics have been addressed extensively in the litigation
and will continue to be the subject of discovery, including at depositions. If there were any doubt
as to the real purpose of the proposed special meeting, your clients’ demand that it be in-person
and at Yasemin’s convenience leaves no doubt: to harass and attempt to intimidate your clients’
mother and sister and to provoke a conflict for your clients to use against them in the litigation.
***
Our clients hereby reserve and expressly do not waive all of their rights.
Very truly yours,
Judith A. Archer
Judith A. Archer
Preview
FILED: NEW YORK COUNTY CLERK 06/07/2022 02:15 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 428 RECEIVED NYSCEF: 06/07/2022 EXHIBIT E FILED: NEW YORK COUNTY CLERK 06/07/2022 02:15 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 428 RECEIVED NYSCEF: 06/07/2022 May 26, 2022 Norton Rose Fulbright US LLP VIA EMAIL 1301 Avenue of the Americas New York, New York 10019-6022 Stephen Younger United States Foley Hoag LLP Judith A. Archer 1301 Avenue of the Americas Partner New York, NY 10019 Direct line +1 212 318 3342 spyounger@foleyhoag.com judith.archer@nortonrosefulbright.com Scott Parker Tel +1 212 318 3000 Parker Ibrahim & Berg LLP Fax +1 212 318 3400 5 Penn Plaza, Suite 2371 nortonrosefulbright.com New York, NY 10001 scott.parker@piblaw .com Michele Kahn Kahn & Goldberg, LLP 555 Fifth Avenue, 14th Floor New York, NY 10017 mailto:mk@kahngoldberg.com Re: Yasemin Tekiner Demand for Special Meeting and to Request Records Counsel: Our clients, Defendants Berrin Tekiner, Gonca Chelsea, and Billur Akipek of Bremen House, Inc., have instructed us to reply to a May 19, 2022 letter from your clients, Yasemin Tekiner and Zeynep Tekiner (the “Letter”). In addition, we will respond in the near future on our clients’ behalf to a May 23, 2022 letter from Yasemin alone, as well as to your May 25, 2022 email concerning the sale of 81 Tanglewylde. Finally, we have been instructed to inform you and your clients that going forward they should send any and all communications to the Defendants through us, their counsel, in light of the litigation filed nearly a year and a half ago. In the Letter your clients demand that Bremen House hold a special board meeting pursuant to Section 3.11 of Bremen House’s bylaws and request that certain books and records be made available to them. 1 Our clients respectfully decline to agree to these demands and meet with your clients for the reasons set forth below, but we are willing to meet and confer on the topics raised in the Letter. The Letter is entirely pretextual. Rather than reflecting a legitimate interest in corporate management, the Letter (which was undoubtedly drafted by counsel) is a blatant attempt to evade the limits of the disclosure rules applicable to them in the litigation and develop a record to use in the litigation against our clients. The Letter is also the latest in a long-standing pattern of harassment of our clients by yours that we correctly predicted would increase following Zeynep 1 We note that the bylaws neither prescribe any deadline or format for holding a special meeting nor sanction your demand for Company books and records. Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas. Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are available at nortonrosefulbright.com. FILED: NEW YORK COUNTY CLERK 06/07/2022 02:15 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 428 RECEIVED NYSCEF: 06/07/2022 Stephen Younger, Esq. Scott Parker, Esq. Michele Kahn, Esq. May 26, 2022 Page 2 Tekiner’s intervention and the Court’s reinstatement of Yasemin Tekiner as an officer and director of Bremen House. Your clients’ books and records request is essentially a discovery demand. Given the lawsuit Yasemin Tekiner filed a year and a half ago, it is inappropriate to seek corporate information from our clients outside of the context of discovery rules that apply to the litigation. It was your clients’ choice to pursue litigation and, as a result of that choice, their request for access to Bremen House’s corporate records must be in the context of that litigation. Indeed, your clients’ books and records requests in the Letter are either almost identical to certain discovery requests served on Bremen House in the litigation (e.g., “listing of all assets and liabilities of the Company,” “annual balance sheets and profit and loss statement,” “appraisals, valuations, or similar analyses concerning the market value,” etc.) or relate directly to claims you have made in the litigation, including in recent motion practice (i.e., documents concerning property transactions for 5 Georgetowne North, 124 East 79th Street, 40 East 78th Street, 140 East 63rd Street, 177 East 77th Street, 15 Brookby Road). You may serve supplemental discovery requests in the litigation if you choose, and our clients will respond to the requests in accordance with the CPLR. As the Court has repeatedly acknowledged, your claim for books and records will be mooted by discovery, but even if it is not, your clients’ claims for an accounting and books and records have already been raised in the lawsuit. Your clients’ request for a special meeting is also inappropriate given the lawsuit. Your clients indicated that their basis for requesting a special meeting is to discuss “the current financial status of Bremen House,” “any material financial or business changes,” and “recent, pending, and anticipated” property transactions. These topics have been addressed extensively in the litigation and will continue to be the subject of discovery, including at depositions. If there were any doubt as to the real purpose of the proposed special meeting, your clients’ demand that it be in-person and at Yasemin’s convenience leaves no doubt: to harass and attempt to intimidate your clients’ mother and sister and to provoke a conflict for your clients to use against them in the litigation. *** Our clients hereby reserve and expressly do not waive all of their rights. Very truly yours, Judith A. Archer Judith A. Archer