Preview
FILED: NEW YORK COUNTY CLERK 03/27/2023 11:28 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1472 RECEIVED NYSCEF: 03/27/2023
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
YASEMIN TEKINER,
Index No. 657193/2020
in her individual capacity, as a beneficiary and a Trustee of
The Yasemin Tekiner 2011 Descendants Trust and Commercial Division Part 3
derivatively as a holder of equitable interests in a
shareholder or a member of the Company Defendants Hon. Joel M. Cohen
Plaintiff, Mot. Sequence No. 53
-against- AFFIRMATION OF
MEGHAN E. HILL IN
BREMEN HOUSE INC., GERMAN NEWS COMPANY, OPPOSITION TO
INC., BERRIN TEKINER, GONCA TEKINER, and PLAINTIFFS’ MOTION
BILLUR AKIPEK, in her capacity as a Trustee of The FOR APPOINTMENT OF
Yasemin Tekiner 2011 Descendants Trust, TEMPORARY RECEIVER
OR PRELIMINARY
Defendants. INJUNCTION
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
Yasemin Tekiner 2011 Descendants Trust,
Defendants.
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
MEGHAN E. HILL, an attorney duly admitted to practice law in the Courts of the State
of New York, affirm the following under penalty of perjury:
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FILED: NEW YORK COUNTY CLERK 03/27/2023 11:28 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1472 RECEIVED NYSCEF: 03/27/2023
1. I am counsel at Pryor Cashman LLP, attorneys for the Defendants in the above-
captioned action. I have personal knowledge of the facts set forth in this Affirmation and, if called
as a witness, could and would testify competently to such facts under oath.
2. I respectfully submit this Affirmation in opposition to Plaintiffs’ motion for
appointment of temporary receiver or a preliminary injunction.
A. Defendants Provided Plaintiffs with Company Records
and Opportunities to Participate in Corporate Governance
3. Defendants produced documents in response to each of Plaintiffs’ books and
records demands and their more than 200 separate requests for production of documents. In total,
Defendants have produced nearly 140,000 documents, including internal emails; emails with
outside counsel, accountants, and other agents regarding the day-to-day business of the Company;
bank statements; financial statements; and closing documents for all properties sold since 2019.
4. Plaintiffs have also been permitted to visit – and have visited – the Company office,
including on at least two occasions during this litigation.
5. The details of the first visit are set forth in the accompanying affidavit of Billur
Akipek, sworn to March 27, 2023.
6. On a second occasion, in response to Yasemin’s demand to inspect the Bremen
House general ledger, the parties arranged for her to visit the office on October 6, 2022.
7. On the appointed day, Zeynep arrived with Yasemin on FaceTime on Zeynep’s cell
phone. Neither Zeynep nor Yasemin were capable of operating the Company’s financial
management software (QuickBooks) and they apparently chose not to bring an accountant with
them. A true and correct copy of a letter from Yasemin’s counsel describing the visit, dated
October 6, 2022, is attached hereto as Exhibit 14.
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NYSCEF DOC. NO. 1472 RECEIVED NYSCEF: 03/27/2023
8. Since that time, Plaintiffs have made no effort to arrange another visit to the office
or to otherwise review the Company books and records.
9. Months after being provided with thousands of pages of financial documents
evidencing the Company’s performance over the last decade, and many years after these financial
records were available to Plaintiffs as directors and officers of the Company, Plaintiffs now cherry-
pick, out of hundreds, a handful of supposedly “suspicious transactions” to claim a need for drastic
provisional relief.
B. Plaintiffs’ Pretextual Demands for a Special Meeting
10. By letter dated May 19, 2022, Plaintiffs requested that Bremen House call a special
meeting of the Board of Directors. The notice was coupled with copious demands to inspect
supposed “books and records” of Bremen House. A true and correct copy of Plaintiffs’ letter,
dated May 19, 2022, is attached hereto as Exhibit 15.
11. Defendants responded that the breadth and potential scope of the “topics” in
Plaintiffs’ May 19 notice could arguably encompass every action the Company had ever taken or
planned to take in the future, for all of time. To allow the Company to prepare for the meeting
with a workable agenda, Defendants requested that Plaintiffs provide a manageable list of
questions for discussion at the special meeting. A true and correct copy of Defendants’ letter
making that request, dated July 17, 2022, is attached hereto as Exhibit 16.
12. In response, Plaintiffs provided a list of thirty-five proposed topics. A true and
correct copy of Yasemin’s counsel’s email listing those topics, dated August 22, 2022, is attached
hereto as Exhibit 17.
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13. Plaintiffs continued to add demands and additional topics that were clearly lawyer-
driven and designed to harass Defendants and not to further any legitimate business purposes of
the Company.
14. By letter dated February 15, 2023, Plaintiffs again requested a special meeting of
the Bremen House Board, proposing a new set of topics for discussion. A true and correct copy
of Plaintiffs’ February 15, 2023 letter is attached hereto as Exhibit 18.
15. Defendants responded and scheduled the meeting for April 3, 2023. A true and
correct copy of Berrin Tekiner’s letter scheduling the meeting is attached hereto as Exhibit 19.
C. Depositions Were Completed of Each of the Parties
16. A true and correct copy of the October 12, 2022 Deposition Transcript of Gonca
Chelsea is attached hereto as Exhibit 20.
17. A true and correct copy of the October 14, 2022 Deposition Transcript of Berrin
Tekiner is attached here as Exhibit 21.
18. A true and correct copy of the March 14, 2023 Deposition Transcript of Billur
Akipek is annexed hereto as Exhibit 22.
19. A true and correct copy of the October 13, 2022 Deposition Transcript of Yasemin
Tekiner is attached hereto as Exhibit 23.
20. A true and correct copy of the October 17, 2022 Deposition Transcript of Zeynep
Tekiner is attached hereto as Exhibit 24.
21. A true and correct copy of the February 16, 2023 Deposition Transcript of John
Stewart is annexed hereto as Exhibit 25, and a true and correct copy of Marcus & Millichap’s
biography of Mr. Stewart (available at https://www.marcusmillichap.com/advisors/john-j-stewart)
is attached hereto as Exhibit 26.
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NYSCEF DOC. NO. 1472 RECEIVED NYSCEF: 03/27/2023
22. A true and correct copy of the 2017 Annual Financial Statements for Bremen House
are attached hereto as Exhibit 27.
WHEREFORE, I respectfully request that Plaintiffs’ Motion be denied in its entirety and
that the Court award such other and further relief to Defendants as may be just and proper.
Dated: New York, New York
March 27, 2023
____________________________
MEGHAN E. HILL
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NYSCEF DOC. NO. 1472 RECEIVED NYSCEF: 03/27/2023
Certification Required by Rule 17 of the
Rules of the Commercial Division of the Supreme Court
I am the attorney who is filing this document. I hereby certify that this document, exclusive
of the caption, table of contents, table of authorities, and signature block contains fewer than 7,000
words as counted by the word-processing system used to prepare the document.
_____________
Meghan E. Hill
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Preview
FILED: NEW YORK COUNTY CLERK 03/27/2023 11:28 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1472 RECEIVED NYSCEF: 03/27/2023 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK YASEMIN TEKINER, Index No. 657193/2020 in her individual capacity, as a beneficiary and a Trustee of The Yasemin Tekiner 2011 Descendants Trust and Commercial Division Part 3 derivatively as a holder of equitable interests in a shareholder or a member of the Company Defendants Hon. Joel M. Cohen Plaintiff, Mot. Sequence No. 53 -against- AFFIRMATION OF MEGHAN E. HILL IN BREMEN HOUSE INC., GERMAN NEWS COMPANY, OPPOSITION TO INC., BERRIN TEKINER, GONCA TEKINER, and PLAINTIFFS’ MOTION BILLUR AKIPEK, in her capacity as a Trustee of The FOR APPOINTMENT OF Yasemin Tekiner 2011 Descendants Trust, TEMPORARY RECEIVER OR PRELIMINARY Defendants. INJUNCTION 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 Yasemin Tekiner 2011 Descendants Trust, Defendants. STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) MEGHAN E. HILL, an attorney duly admitted to practice law in the Courts of the State of New York, affirm the following under penalty of perjury: 1 of 6 FILED: NEW YORK COUNTY CLERK 03/27/2023 11:28 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1472 RECEIVED NYSCEF: 03/27/2023 1. I am counsel at Pryor Cashman LLP, attorneys for the Defendants in the above- captioned action. I have personal knowledge of the facts set forth in this Affirmation and, if called as a witness, could and would testify competently to such facts under oath. 2. I respectfully submit this Affirmation in opposition to Plaintiffs’ motion for appointment of temporary receiver or a preliminary injunction. A. Defendants Provided Plaintiffs with Company Records and Opportunities to Participate in Corporate Governance 3. Defendants produced documents in response to each of Plaintiffs’ books and records demands and their more than 200 separate requests for production of documents. In total, Defendants have produced nearly 140,000 documents, including internal emails; emails with outside counsel, accountants, and other agents regarding the day-to-day business of the Company; bank statements; financial statements; and closing documents for all properties sold since 2019. 4. Plaintiffs have also been permitted to visit – and have visited – the Company office, including on at least two occasions during this litigation. 5. The details of the first visit are set forth in the accompanying affidavit of Billur Akipek, sworn to March 27, 2023. 6. On a second occasion, in response to Yasemin’s demand to inspect the Bremen House general ledger, the parties arranged for her to visit the office on October 6, 2022. 7. On the appointed day, Zeynep arrived with Yasemin on FaceTime on Zeynep’s cell phone. Neither Zeynep nor Yasemin were capable of operating the Company’s financial management software (QuickBooks) and they apparently chose not to bring an accountant with them. A true and correct copy of a letter from Yasemin’s counsel describing the visit, dated October 6, 2022, is attached hereto as Exhibit 14. 2 2 of 6 FILED: NEW YORK COUNTY CLERK 03/27/2023 11:28 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1472 RECEIVED NYSCEF: 03/27/2023 8. Since that time, Plaintiffs have made no effort to arrange another visit to the office or to otherwise review the Company books and records. 9. Months after being provided with thousands of pages of financial documents evidencing the Company’s performance over the last decade, and many years after these financial records were available to Plaintiffs as directors and officers of the Company, Plaintiffs now cherry- pick, out of hundreds, a handful of supposedly “suspicious transactions” to claim a need for drastic provisional relief. B. Plaintiffs’ Pretextual Demands for a Special Meeting 10. By letter dated May 19, 2022, Plaintiffs requested that Bremen House call a special meeting of the Board of Directors. The notice was coupled with copious demands to inspect supposed “books and records” of Bremen House. A true and correct copy of Plaintiffs’ letter, dated May 19, 2022, is attached hereto as Exhibit 15. 11. Defendants responded that the breadth and potential scope of the “topics” in Plaintiffs’ May 19 notice could arguably encompass every action the Company had ever taken or planned to take in the future, for all of time. To allow the Company to prepare for the meeting with a workable agenda, Defendants requested that Plaintiffs provide a manageable list of questions for discussion at the special meeting. A true and correct copy of Defendants’ letter making that request, dated July 17, 2022, is attached hereto as Exhibit 16. 12. In response, Plaintiffs provided a list of thirty-five proposed topics. A true and correct copy of Yasemin’s counsel’s email listing those topics, dated August 22, 2022, is attached hereto as Exhibit 17. 3 3 of 6 FILED: NEW YORK COUNTY CLERK 03/27/2023 11:28 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1472 RECEIVED NYSCEF: 03/27/2023 13. Plaintiffs continued to add demands and additional topics that were clearly lawyer- driven and designed to harass Defendants and not to further any legitimate business purposes of the Company. 14. By letter dated February 15, 2023, Plaintiffs again requested a special meeting of the Bremen House Board, proposing a new set of topics for discussion. A true and correct copy of Plaintiffs’ February 15, 2023 letter is attached hereto as Exhibit 18. 15. Defendants responded and scheduled the meeting for April 3, 2023. A true and correct copy of Berrin Tekiner’s letter scheduling the meeting is attached hereto as Exhibit 19. C. Depositions Were Completed of Each of the Parties 16. A true and correct copy of the October 12, 2022 Deposition Transcript of Gonca Chelsea is attached hereto as Exhibit 20. 17. A true and correct copy of the October 14, 2022 Deposition Transcript of Berrin Tekiner is attached here as Exhibit 21. 18. A true and correct copy of the March 14, 2023 Deposition Transcript of Billur Akipek is annexed hereto as Exhibit 22. 19. A true and correct copy of the October 13, 2022 Deposition Transcript of Yasemin Tekiner is attached hereto as Exhibit 23. 20. A true and correct copy of the October 17, 2022 Deposition Transcript of Zeynep Tekiner is attached hereto as Exhibit 24. 21. A true and correct copy of the February 16, 2023 Deposition Transcript of John Stewart is annexed hereto as Exhibit 25, and a true and correct copy of Marcus & Millichap’s biography of Mr. Stewart (available at https://www.marcusmillichap.com/advisors/john-j-stewart) is attached hereto as Exhibit 26. 4 4 of 6 FILED: NEW YORK COUNTY CLERK 03/27/2023 11:28 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1472 RECEIVED NYSCEF: 03/27/2023 22. A true and correct copy of the 2017 Annual Financial Statements for Bremen House are attached hereto as Exhibit 27. WHEREFORE, I respectfully request that Plaintiffs’ Motion be denied in its entirety and that the Court award such other and further relief to Defendants as may be just and proper. Dated: New York, New York March 27, 2023 ____________________________ MEGHAN E. HILL 5 5 of 6 FILED: NEW YORK COUNTY CLERK 03/27/2023 11:28 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1472 RECEIVED NYSCEF: 03/27/2023 Certification Required by Rule 17 of the Rules of the Commercial Division of the Supreme Court I am the attorney who is filing this document. I hereby certify that this document, exclusive of the caption, table of contents, table of authorities, and signature block contains fewer than 7,000 words as counted by the word-processing system used to prepare the document. _____________ Meghan E. Hill 6 6 of 6