Preview
FILED: NEW YORK COUNTY CLERK 04/03/2023 11:17 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1509 RECEIVED NYSCEF: 04/03/2023
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
TODD E. SOLOWAY IN
BREMEN HOUSE INC., GERMAN NEWS COMPANY, FURTHER OPPOSITION
INC., BERRIN TEKINER, GONCA TEKINER, and TO 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 )
TODD E. SOLOWAY, 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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1. I am a partner 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 further opposition to Plaintiffs’ motion for
appointment of a temporary receiver or a preliminary injunction.
3. This Affirmation is submitted to address events that occurred subsequent to
Defendants’ filing, on March 27, 2023, of their opposition to Plaintiffs’ motion for appointment
of a temporary receiver or a preliminary injunction (the “Opposition”).
4. In particular this affirmation is submitted to show that Plaintiffs’ attempts to
schedule a Special Meeting of the Board of Directors of Bremen House has proven to be a lawyer-
driven effort to generate fodder for their receivership motion, and nothing more.
Notice of April 3, 2023 Special Meeting
5. In Meghan E. Hill’s March 27, 2023 affirmation in Opposition (Dkt. 1472), she set
forth Plaintiffs’ history of pretextual demands that the Bremen House Board of Directors hold a
Special Meeting, including their most recent demand dated February 15, 2023. (Id. ¶¶10-15;
Dkt. 1477.)
6. Among other things, she stated that, by notice dated March 21, 2023 (Ex. 19,
Dkt. 1478), the Company noticed a Special Meeting for April 3, 2023. As indicated in the
March 21 notice, this meeting was noticed to address the topics set forth in Plaintiffs’
February 15, 2023 demand. (Id.)
7. The March 21 notice set the location of the Special Meeting as the offices of Pryor
Cashman LLP, and stated that Zoom credentials would be provided upon request.
8. The location was chosen to accommodate Berrin, the Company’s Chairwoman,
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who is dependent on the use of a motorized wheelchair. Berrin cannot access the Company’s
offices, which are not wheelchair accessible. Thus, Defendants scheduled the Special Meeting at
a location enabling her attendance.
9. The March 21 notice also notified Plaintiffs that their attorneys may attend the
Special Meeting, and that counsel for Directors Berrin Tekiner and Gonca Tekiner Chelsea would
be in attendance.
Plaintiffs Seek to Set Preconditions to Attending the Special Meeting
10. On March 30, 2023, three days before the Special Meeting, Plaintiffs wrote to
Berrin objecting to the Special Meeting on the grounds that: (i) the meeting was to be held at Pryor
Cashman’s offices and (ii) counsel for Berrin and Gonca would be in attendance.
11. Plaintiffs indicated that they would attend the Special Meeting only if it were held
at the Company’s offices, and only if no attorneys attended. A true and correct copy of Plaintiffs’
letter to Berrin, dated March 30, 2023, is attached hereto as Exhibit 28.
12. Defendants responded the same day, noting that the Company’s Bylaws do not
permit Directors to make such demands, and specifically addressing each of Plaintiffs’ objections.
A true and correct copy Defendants’ response is attached hereto as Exhibit 29.
13. First, Defendants informed Plaintiffs that their demand that the Special Meeting
proceed at the Company’s offices was both impractical (due to Berrin’s condition) and inconsistent
with the Company’s Bylaws. Defendants noted that there is nothing in the Bylaws that requires a
particular location for the Special Meeting. (Id.)
14. In any event, to address Plaintiffs’ supposed concerns, Defendants invited Plaintiffs
to propose an alternate meeting location, so long as it was wheelchair accessible. (See id.)
15. Second, Defendants also stated that Directors Berrin Tekiner and Gonca Tekiner
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Chelsea are entitled to be represented by counsel at the Special Meeting, and it was highly
improper for Plaintiffs to seek to bar them from being represented as a condition to holding the
Special Meeting.
16. Defendants further confirmed that they did not intend Berrin and Gonca’s counsel
to actively participate in the Special Meeting, and that their counsel’s role would only be to advise
Berrin and Gonca as appropriate.
17. Defendants also reiterated that Plaintiffs were welcome to have their counsel attend
for the same purpose.
18. Last, Defendants also noted that, despite Plaintiffs’ claims to the contrary, their
objective for the Special Meeting appeared to be litigation-related. For example, one of Plaintiffs’
proposed topics related to “suspicious transactions,” all of which were previously identified as
bases for Plaintiffs’ motion for the appointment of a receiver. (See Dkt. 1312 at 10-13.)
19. In addition to voluminous documents produced in discovery and in response to
books and records requests covering these transactions, Plaintiffs’ counsel deposed Berrin (for 10
hours), Gonca (for 14 hours), Billur (for 14 hours) and Denise Baumann, the Company’s
accountant (for 7 hours), asking questions of each about the transactions Plaintiffs’ had identified.
(See Ex. 29.)
Plaintiffs Announce They Will Not Attend the Special Meeting,
Revealing Their Request for a Special Meeting to Be a Lawyer-Driven Contrivance
20. In response, Plaintiffs announced they would not attend the Special Meeting.
21. By letter dated March 31, 2023, Plaintiffs asserted that the Special Meeting would
“be nothing more than a sham meeting” held under “entirely improper and unethical
circumstances.” A true and correct copy of Plaintiffs’ March 31, 2023 letter is attached hereto as
Exhibit 30.
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22. Because Bremen House scheduled the meeting for the purpose of discussing the
topics in Plaintiffs’ February 15, 2023 demand, no meeting was held today.
23. Plaintiffs’ refusal to participate is the only reason the meeting did not occur.
24. Defendants were and remain ready, willing and able to conduct a Special Meeting
to address the topics raised in Plaintiffs’ correspondence. But, as is now clear, Plaintiffs never
intended to attend any Special Meeting.
25. Plaintiffs’ requests for a Special Meeting were nothing more than lawyer-conceived
efforts to manufacture a basis to claim that “the everyday affairs of Company business” could not
be accomplished, which could be used in support of their argument for the appointment of a
temporary receiver.
26. But that is untrue. The parties’ conduct relating to the Special Meeting is evidence
only of Plaintiffs’ bad faith and nothing else.
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
April 3, 2023
____________________________
TODD E. SOLOWAY
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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.
_________
Todd E. Soloway
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Preview
FILED: NEW YORK COUNTY CLERK 04/03/2023 11:17 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1509 RECEIVED NYSCEF: 04/03/2023 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 TODD E. SOLOWAY IN BREMEN HOUSE INC., GERMAN NEWS COMPANY, FURTHER OPPOSITION INC., BERRIN TEKINER, GONCA TEKINER, and TO 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 ) TODD E. SOLOWAY, 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 04/03/2023 11:17 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1509 RECEIVED NYSCEF: 04/03/2023 1. I am a partner 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 further opposition to Plaintiffs’ motion for appointment of a temporary receiver or a preliminary injunction. 3. This Affirmation is submitted to address events that occurred subsequent to Defendants’ filing, on March 27, 2023, of their opposition to Plaintiffs’ motion for appointment of a temporary receiver or a preliminary injunction (the “Opposition”). 4. In particular this affirmation is submitted to show that Plaintiffs’ attempts to schedule a Special Meeting of the Board of Directors of Bremen House has proven to be a lawyer- driven effort to generate fodder for their receivership motion, and nothing more. Notice of April 3, 2023 Special Meeting 5. In Meghan E. Hill’s March 27, 2023 affirmation in Opposition (Dkt. 1472), she set forth Plaintiffs’ history of pretextual demands that the Bremen House Board of Directors hold a Special Meeting, including their most recent demand dated February 15, 2023. (Id. ¶¶10-15; Dkt. 1477.) 6. Among other things, she stated that, by notice dated March 21, 2023 (Ex. 19, Dkt. 1478), the Company noticed a Special Meeting for April 3, 2023. As indicated in the March 21 notice, this meeting was noticed to address the topics set forth in Plaintiffs’ February 15, 2023 demand. (Id.) 7. The March 21 notice set the location of the Special Meeting as the offices of Pryor Cashman LLP, and stated that Zoom credentials would be provided upon request. 8. The location was chosen to accommodate Berrin, the Company’s Chairwoman, 2 2 of 6 FILED: NEW YORK COUNTY CLERK 04/03/2023 11:17 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1509 RECEIVED NYSCEF: 04/03/2023 who is dependent on the use of a motorized wheelchair. Berrin cannot access the Company’s offices, which are not wheelchair accessible. Thus, Defendants scheduled the Special Meeting at a location enabling her attendance. 9. The March 21 notice also notified Plaintiffs that their attorneys may attend the Special Meeting, and that counsel for Directors Berrin Tekiner and Gonca Tekiner Chelsea would be in attendance. Plaintiffs Seek to Set Preconditions to Attending the Special Meeting 10. On March 30, 2023, three days before the Special Meeting, Plaintiffs wrote to Berrin objecting to the Special Meeting on the grounds that: (i) the meeting was to be held at Pryor Cashman’s offices and (ii) counsel for Berrin and Gonca would be in attendance. 11. Plaintiffs indicated that they would attend the Special Meeting only if it were held at the Company’s offices, and only if no attorneys attended. A true and correct copy of Plaintiffs’ letter to Berrin, dated March 30, 2023, is attached hereto as Exhibit 28. 12. Defendants responded the same day, noting that the Company’s Bylaws do not permit Directors to make such demands, and specifically addressing each of Plaintiffs’ objections. A true and correct copy Defendants’ response is attached hereto as Exhibit 29. 13. First, Defendants informed Plaintiffs that their demand that the Special Meeting proceed at the Company’s offices was both impractical (due to Berrin’s condition) and inconsistent with the Company’s Bylaws. Defendants noted that there is nothing in the Bylaws that requires a particular location for the Special Meeting. (Id.) 14. In any event, to address Plaintiffs’ supposed concerns, Defendants invited Plaintiffs to propose an alternate meeting location, so long as it was wheelchair accessible. (See id.) 15. Second, Defendants also stated that Directors Berrin Tekiner and Gonca Tekiner 3 3 of 6 FILED: NEW YORK COUNTY CLERK 04/03/2023 11:17 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1509 RECEIVED NYSCEF: 04/03/2023 Chelsea are entitled to be represented by counsel at the Special Meeting, and it was highly improper for Plaintiffs to seek to bar them from being represented as a condition to holding the Special Meeting. 16. Defendants further confirmed that they did not intend Berrin and Gonca’s counsel to actively participate in the Special Meeting, and that their counsel’s role would only be to advise Berrin and Gonca as appropriate. 17. Defendants also reiterated that Plaintiffs were welcome to have their counsel attend for the same purpose. 18. Last, Defendants also noted that, despite Plaintiffs’ claims to the contrary, their objective for the Special Meeting appeared to be litigation-related. For example, one of Plaintiffs’ proposed topics related to “suspicious transactions,” all of which were previously identified as bases for Plaintiffs’ motion for the appointment of a receiver. (See Dkt. 1312 at 10-13.) 19. In addition to voluminous documents produced in discovery and in response to books and records requests covering these transactions, Plaintiffs’ counsel deposed Berrin (for 10 hours), Gonca (for 14 hours), Billur (for 14 hours) and Denise Baumann, the Company’s accountant (for 7 hours), asking questions of each about the transactions Plaintiffs’ had identified. (See Ex. 29.) Plaintiffs Announce They Will Not Attend the Special Meeting, Revealing Their Request for a Special Meeting to Be a Lawyer-Driven Contrivance 20. In response, Plaintiffs announced they would not attend the Special Meeting. 21. By letter dated March 31, 2023, Plaintiffs asserted that the Special Meeting would “be nothing more than a sham meeting” held under “entirely improper and unethical circumstances.” A true and correct copy of Plaintiffs’ March 31, 2023 letter is attached hereto as Exhibit 30. 4 4 of 6 FILED: NEW YORK COUNTY CLERK 04/03/2023 11:17 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1509 RECEIVED NYSCEF: 04/03/2023 22. Because Bremen House scheduled the meeting for the purpose of discussing the topics in Plaintiffs’ February 15, 2023 demand, no meeting was held today. 23. Plaintiffs’ refusal to participate is the only reason the meeting did not occur. 24. Defendants were and remain ready, willing and able to conduct a Special Meeting to address the topics raised in Plaintiffs’ correspondence. But, as is now clear, Plaintiffs never intended to attend any Special Meeting. 25. Plaintiffs’ requests for a Special Meeting were nothing more than lawyer-conceived efforts to manufacture a basis to claim that “the everyday affairs of Company business” could not be accomplished, which could be used in support of their argument for the appointment of a temporary receiver. 26. But that is untrue. The parties’ conduct relating to the Special Meeting is evidence only of Plaintiffs’ bad faith and nothing else. 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 April 3, 2023 ____________________________ TODD E. SOLOWAY 5 5 of 6 FILED: NEW YORK COUNTY CLERK 04/03/2023 11:17 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1509 RECEIVED NYSCEF: 04/03/2023 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. _________ Todd E. Soloway 6 6 of 6