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 04/03/2023 11:45 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1519 RECEIVED NYSCEF: 04/03/2023
EXHIBIT E
FILED: NEW YORK COUNTY CLERK 04/03/2023 11:45 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1519 RECEIVED NYSCEF: 04/03/2023
March 30, 2023
Via Email and Certified Mail
Ms. Berrin Tekiner, Chairman of the Board of Directors
Bremen House, Inc.
85*
200 East Street (1B)
New York, NY 10028
RE: Our FebrnatY_1ji, 2023 Demand for Special Board Meeting
Dear Berrin,
We write in response to your March 21, 2023 correspondence, in which you responded
(five weeks later) to our February 15, 2023 letter
demanding a Special Meeting. In sum, your
suggestion that this meeting take place at Pryor Cashman's offices - with Pryor Cashman's
attomeys present - is entirely inappropriate, inconsistent with the By-Laws of Bremen
House,
Inc. (the "Company"), and part of your unfortunate
ongoing pattem to improperly involve your
and the Company's litigation counsel in the
everyday affairs of Company business.
Judge Cohen has made clear that Company business shall b¢ £9pducted nutside of
the scope of litiggi_9n:, During the April 18, 2022 oral argument on Jasmin's motion to be
reinstated as a director and officer of the Company, Judge Cohen made clear that we, as "two-
thirds of the shareholders," were
"going to have some say in how the operation of the business
works, and whether - whether the current head of the cornpany likes the fact that they are two-
thirds of the shareholders, they are " (NYSCEF Doc. No.
370, Tr. 97:17-21.) Further, during the
July 1, 2022 oral argument on your TRO to seeking to enjoin us from preventing the sale of the
property located at 81 Tanglewylde, Judge Cohen noted that "[t]he fact that you are in litigation
does not mean that the company has to operate as a litigation organism solely." (NYSCEF Doc.
No. 657, Tr. 23:8-15.) Yet that is exactly what you are doing,
by proposing to have your,
Gonca's, Billur's, and the Company's attorneys attend the Special Meeting at their offices. For
the same reasons, we reject your assertion that it is inappropriate for us to seek information
related to specific transactions that the Company has entered into since 2020. As directors of the
Company, we need and are entitled to accurate information regarding how the Company is
spending its money. Your efforts to hide that information from us is troubling to say the least
The By-Laws do not require the attendance of the Company's and/or the Directors'
outside counsel at Special Meetings: Section 3.11 of the Company's By-Laws provide for the
circumstances under which a Special Meeting can be called. Nothing in the By-Laws compels -
or even permits - the attendance at such meetings of the Company's and/or the Directors' outside
counsel. Simply put, it is inappropriate.
Your prior history of involving your and the Company's outside counsel in Special
Meetings: As you will recall, in connection with the sale of 81 Tanglewylde, on June 7,
2022,
you called for a Special Meeting to vote on the sale of that property. That Special Meeting was
held on June 15, 2022. Without any prior notice to us, your outside counsel at the time, Victoria
Corder, attended the meeting and attempt to run it, in violation of Rule 4.2 of the Professional
Rules of Conduct. Further, she refused to admit Steve Younger telephonically into the meeting,
despite his attempts to join.
Your and the Company's outside counsel should not attend the Special Meeting:
Your March 21 letter states that "counsel for Directors Berrin Tekiner and Gonca Tekiner
attendance."
Chelsea will be in This description of Pryor Cashman is, of course, disingenuously
incomplete '- not only do they represent Berrin and Gonca, but they also represent the
Company
in the pending litigation.
We reject your suggestion that Pryor Cashman's presence at the Special
Meeting would
be justified based upon authorization of the "indemnificatiun and/or advancement of legal fees
costs."
and This is not a meeting related to the litigation. This is a meeting so that we, as
directors and officers of the Company, can obtain the requisite information in order for us to be
able to effectively perfom our roles.
We would be glad to proceed with the Special Meeting at the date and time that you have
proposed if and only if: (1) the meeting is held at the Company's offices, and not Pryor
Cashman's offices; and (2) no attorneys attend, or otherwise call into or participate in, the
meeting. Please immediately confirm whether you agree and, if so, please promptly provide
remote video dial-in information.
Sincerely,
FILED: NEW YORK COUNTY CLERK 04/03/2023 11:45 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1519 RECEIVED NYSCEF: 04/03/2023
Ya in Tekiner
Zeynep Tekiner
Fl111340S79.l""
Preview
FILED: NEW YORK COUNTY CLERK 04/03/2023 11:45 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1519 RECEIVED NYSCEF: 04/03/2023 EXHIBIT E FILED: NEW YORK COUNTY CLERK 04/03/2023 11:45 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1519 RECEIVED NYSCEF: 04/03/2023 March 30, 2023 Via Email and Certified Mail Ms. Berrin Tekiner, Chairman of the Board of Directors Bremen House, Inc. 85* 200 East Street (1B) New York, NY 10028 RE: Our FebrnatY_1ji, 2023 Demand for Special Board Meeting Dear Berrin, We write in response to your March 21, 2023 correspondence, in which you responded (five weeks later) to our February 15, 2023 letter demanding a Special Meeting. In sum, your suggestion that this meeting take place at Pryor Cashman's offices - with Pryor Cashman's attomeys present - is entirely inappropriate, inconsistent with the By-Laws of Bremen House, Inc. (the "Company"), and part of your unfortunate ongoing pattem to improperly involve your and the Company's litigation counsel in the everyday affairs of Company business. Judge Cohen has made clear that Company business shall b¢ £9pducted nutside of the scope of litiggi_9n:, During the April 18, 2022 oral argument on Jasmin's motion to be reinstated as a director and officer of the Company, Judge Cohen made clear that we, as "two- thirds of the shareholders," were "going to have some say in how the operation of the business works, and whether - whether the current head of the cornpany likes the fact that they are two- thirds of the shareholders, they are " (NYSCEF Doc. No. 370, Tr. 97:17-21.) Further, during the July 1, 2022 oral argument on your TRO to seeking to enjoin us from preventing the sale of the property located at 81 Tanglewylde, Judge Cohen noted that "[t]he fact that you are in litigation does not mean that the company has to operate as a litigation organism solely." (NYSCEF Doc. No. 657, Tr. 23:8-15.) Yet that is exactly what you are doing, by proposing to have your, Gonca's, Billur's, and the Company's attorneys attend the Special Meeting at their offices. For the same reasons, we reject your assertion that it is inappropriate for us to seek information related to specific transactions that the Company has entered into since 2020. As directors of the Company, we need and are entitled to accurate information regarding how the Company is spending its money. Your efforts to hide that information from us is troubling to say the least The By-Laws do not require the attendance of the Company's and/or the Directors' outside counsel at Special Meetings: Section 3.11 of the Company's By-Laws provide for the circumstances under which a Special Meeting can be called. Nothing in the By-Laws compels - or even permits - the attendance at such meetings of the Company's and/or the Directors' outside counsel. Simply put, it is inappropriate. Your prior history of involving your and the Company's outside counsel in Special Meetings: As you will recall, in connection with the sale of 81 Tanglewylde, on June 7, 2022, you called for a Special Meeting to vote on the sale of that property. That Special Meeting was held on June 15, 2022. Without any prior notice to us, your outside counsel at the time, Victoria Corder, attended the meeting and attempt to run it, in violation of Rule 4.2 of the Professional Rules of Conduct. Further, she refused to admit Steve Younger telephonically into the meeting, despite his attempts to join. Your and the Company's outside counsel should not attend the Special Meeting: Your March 21 letter states that "counsel for Directors Berrin Tekiner and Gonca Tekiner attendance." Chelsea will be in This description of Pryor Cashman is, of course, disingenuously incomplete '- not only do they represent Berrin and Gonca, but they also represent the Company in the pending litigation. We reject your suggestion that Pryor Cashman's presence at the Special Meeting would be justified based upon authorization of the "indemnificatiun and/or advancement of legal fees costs." and This is not a meeting related to the litigation. This is a meeting so that we, as directors and officers of the Company, can obtain the requisite information in order for us to be able to effectively perfom our roles. We would be glad to proceed with the Special Meeting at the date and time that you have proposed if and only if: (1) the meeting is held at the Company's offices, and not Pryor Cashman's offices; and (2) no attorneys attend, or otherwise call into or participate in, the meeting. Please immediately confirm whether you agree and, if so, please promptly provide remote video dial-in information. Sincerely, FILED: NEW YORK COUNTY CLERK 04/03/2023 11:45 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1519 RECEIVED NYSCEF: 04/03/2023 Ya in Tekiner Zeynep Tekiner Fl111340S79.l""