Preview
FILED: NEW YORK COUNTY CLERK 11/28/2022 03:37 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 873 RECEIVED NYSCEF: 11/28/2022
Zeynep Tekiner, as Sole Member of the Trust Committee
of The Zeynep Tekiner Ozaltin 2011 Descendants Trust
Zeynep Tekiner
31 White Plains Road
Bronxv(e, NY
teldnerz@yahoo.com
(914) 413-1403
October 30, 2022
BY FEDEX, U.S. MAIL AND EMAIL ATTACHMENT
Mrs. Berrin Tekiner
Ms. Gonca Chelsea, née Tekiner
Ms. Billur Akipek
Bremen House, Inc.
German News Company, Inc.
85*
200 East Street
New York, NY 10128
Christiana Trust, a Division of
Wilmington Savings Fund, FSB
501 Carr Road, Suite 100
Wilmington, DE 19809
Attention: Jessica Mojica
Re: The Tekiner Ozaltin 2011 Descendants Trust -
Zeynep
Direction Revoking Consent to Indemnification of Company
Officers and Directors, and Direction to Cease Paying Legal Fees
and Expenses on Behalf of Company Officers and Directors
Dear Benin, Gonca, Billur and Jessica:
Pursuant to Article FIFTEENTH of The Zeynep Tekiner Ozaltin 2011 Descendants Trust
(the "Trust"), I, the undersigned, as Sole Trust Committee Member of the Trust, hereby instruct
and direct you as set forth below.
The relevant facts are as follows. The Trust owns 32 2/3 shares in Bremen House, Inc.
("Bremen") and3 1/3 shares in GermanNews Company Inc. ("German"). Billur Akipek ("Billur")
and I previously served as Trust Committee Members of the Trust. On or about November 9,
2021, I was asked to sign a document purporting to direct the Trustee of the Trust to execute
Written Consents ("the "Consents") approving the indemnification and advancement of legal fees
and expenses for certain officers and/or directors of Bremen and German (collectively "the
Company") in relation to a case captioned Tekiner v Bremen, No. 651793/2020 (Sup Ct. N.Y.
C'ty) ("the Tekiner Litigation").
FILED: NEW YORK COUNTY CLERK 11/28/2022 03:37 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 873 RECEIVED NYSCEF: 11/28/2022
In or about March 2022, I moved the Court to intervene as a Plaintiff in the Tekiner
Litigation and the Court subsequently granted that motion. On or about March 28, 2022, I wrote
to the Trustee of the Trust, Christiana Trust, a Division of Wilmington Savings Fund, FSB ("the
Trustee"), in my then capacity as a Co-Member of the Trust, and, inter alia, withdrew my prior
instruction to the Trustee to sign the Consents. However, the Trustee failed to abide by that
instruction.
By an order in the Tekiner Litigation dated October 19, 2022, the Court, inter alia, granted
Plaintiff's motion to remove Billur as a Co-Member of my Trust Committee, thereby resulting in
my becoming the Sole Member of my Trust Committee. In or about October 24, 2022, I again
wrote the Trustee and, inter alia, as the sole member of the Trust Committee of the Trust, again
withdrew my prior instruction to the Trustee to sign the Consents
Accordingly, I do hereby instruct and direct Bremen, German and the Trustee as follows:
1) My instruction for you to sign the Consents is hereby revoked and the consents are
of no further force and effect;
2) Forthwith, there is to be no further indemnification or advancement of legal fees
and expenses to Berrin Tekiner, Gonca Chelsea, née Tekiner or Billur, as officers and/or directors
of Bremen and German in relation to the Tekiner Litigation;
3) Forthwith, the law firms of Norton Rose Fulbright, Pryor Cashman, and/or any
other lawyers or law firms or anyone acting at their direction or in connection with them, including
but not limited to third party experts or consultants, are to receive no further funds from the
Company, directly or indirectly, whether in payment of legal fees, expenses or otherwise, in
relation to the Tekiner Litigation.
4) Additionally, as the sole Trust Committee member, I am concerned about the
potential for conflicts, the sharing of confidential information among and between the Company
and the individual defendants, and the of - and transferring
- of assets
intermingling Company
and/or personal assets of the individual defendants, which may warrant the appointment of
independent counsel for the Company. Accordingly, my preference is that independent counsel
be appointed to represent the Company, and that such appointment be made in a way that
effectuates an orderly transition. (See also By-Laws of Bremen House, Inc., Article VII(d).)
The foregoing direction is intended by me, inter alia, to be a direction as described in
Section 3313(b) of Title 12 of the Delaware Code, et seq. My powers and responsibilities as Sole
Member of the Trust Committee are framed, and are to be construed, "in the broadest possible
manner"
(see Article FIFTEENTH of the Trust Agreement; see also Articles SIXTEENTH), and
they include, but are not limited to, monitoring the investments and actions of the Trust, and
directing and instructing the Trustee on the future actions, ifany, to be taken with respect to
preserving such investments, and reviewing and directing any actions that may be required in
connection with such investments.
FILED: NEW YORK COUNTY CLERK 11/28/2022 03:37 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 873 RECEIVED NYSCEF: 11/28/2022
Please contact my attorney, Michele Kahn at 212-687-5066 or n±@kahngoldberg.com if
you have any questions. Thank you.
Sincerely,
Zeynep Tekiner
Sole Trust Committee Member
Tekiner/ltr
direction
Z no indem 10-30-22
Preview
FILED: NEW YORK COUNTY CLERK 11/28/2022 03:37 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 873 RECEIVED NYSCEF: 11/28/2022 Zeynep Tekiner, as Sole Member of the Trust Committee of The Zeynep Tekiner Ozaltin 2011 Descendants Trust Zeynep Tekiner 31 White Plains Road Bronxv(e, NY teldnerz@yahoo.com (914) 413-1403 October 30, 2022 BY FEDEX, U.S. MAIL AND EMAIL ATTACHMENT Mrs. Berrin Tekiner Ms. Gonca Chelsea, née Tekiner Ms. Billur Akipek Bremen House, Inc. German News Company, Inc. 85* 200 East Street New York, NY 10128 Christiana Trust, a Division of Wilmington Savings Fund, FSB 501 Carr Road, Suite 100 Wilmington, DE 19809 Attention: Jessica Mojica Re: The Tekiner Ozaltin 2011 Descendants Trust - Zeynep Direction Revoking Consent to Indemnification of Company Officers and Directors, and Direction to Cease Paying Legal Fees and Expenses on Behalf of Company Officers and Directors Dear Benin, Gonca, Billur and Jessica: Pursuant to Article FIFTEENTH of The Zeynep Tekiner Ozaltin 2011 Descendants Trust (the "Trust"), I, the undersigned, as Sole Trust Committee Member of the Trust, hereby instruct and direct you as set forth below. The relevant facts are as follows. The Trust owns 32 2/3 shares in Bremen House, Inc. ("Bremen") and3 1/3 shares in GermanNews Company Inc. ("German"). Billur Akipek ("Billur") and I previously served as Trust Committee Members of the Trust. On or about November 9, 2021, I was asked to sign a document purporting to direct the Trustee of the Trust to execute Written Consents ("the "Consents") approving the indemnification and advancement of legal fees and expenses for certain officers and/or directors of Bremen and German (collectively "the Company") in relation to a case captioned Tekiner v Bremen, No. 651793/2020 (Sup Ct. N.Y. C'ty) ("the Tekiner Litigation"). FILED: NEW YORK COUNTY CLERK 11/28/2022 03:37 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 873 RECEIVED NYSCEF: 11/28/2022 In or about March 2022, I moved the Court to intervene as a Plaintiff in the Tekiner Litigation and the Court subsequently granted that motion. On or about March 28, 2022, I wrote to the Trustee of the Trust, Christiana Trust, a Division of Wilmington Savings Fund, FSB ("the Trustee"), in my then capacity as a Co-Member of the Trust, and, inter alia, withdrew my prior instruction to the Trustee to sign the Consents. However, the Trustee failed to abide by that instruction. By an order in the Tekiner Litigation dated October 19, 2022, the Court, inter alia, granted Plaintiff's motion to remove Billur as a Co-Member of my Trust Committee, thereby resulting in my becoming the Sole Member of my Trust Committee. In or about October 24, 2022, I again wrote the Trustee and, inter alia, as the sole member of the Trust Committee of the Trust, again withdrew my prior instruction to the Trustee to sign the Consents Accordingly, I do hereby instruct and direct Bremen, German and the Trustee as follows: 1) My instruction for you to sign the Consents is hereby revoked and the consents are of no further force and effect; 2) Forthwith, there is to be no further indemnification or advancement of legal fees and expenses to Berrin Tekiner, Gonca Chelsea, née Tekiner or Billur, as officers and/or directors of Bremen and German in relation to the Tekiner Litigation; 3) Forthwith, the law firms of Norton Rose Fulbright, Pryor Cashman, and/or any other lawyers or law firms or anyone acting at their direction or in connection with them, including but not limited to third party experts or consultants, are to receive no further funds from the Company, directly or indirectly, whether in payment of legal fees, expenses or otherwise, in relation to the Tekiner Litigation. 4) Additionally, as the sole Trust Committee member, I am concerned about the potential for conflicts, the sharing of confidential information among and between the Company and the individual defendants, and the of - and transferring - of assets intermingling Company and/or personal assets of the individual defendants, which may warrant the appointment of independent counsel for the Company. Accordingly, my preference is that independent counsel be appointed to represent the Company, and that such appointment be made in a way that effectuates an orderly transition. (See also By-Laws of Bremen House, Inc., Article VII(d).) The foregoing direction is intended by me, inter alia, to be a direction as described in Section 3313(b) of Title 12 of the Delaware Code, et seq. My powers and responsibilities as Sole Member of the Trust Committee are framed, and are to be construed, "in the broadest possible manner" (see Article FIFTEENTH of the Trust Agreement; see also Articles SIXTEENTH), and they include, but are not limited to, monitoring the investments and actions of the Trust, and directing and instructing the Trustee on the future actions, ifany, to be taken with respect to preserving such investments, and reviewing and directing any actions that may be required in connection with such investments. FILED: NEW YORK COUNTY CLERK 11/28/2022 03:37 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 873 RECEIVED NYSCEF: 11/28/2022 Please contact my attorney, Michele Kahn at 212-687-5066 or n±@kahngoldberg.com if you have any questions. Thank you. Sincerely, Zeynep Tekiner Sole Trust Committee Member Tekiner/ltr direction Z no indem 10-30-22