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. 1520 RECEIVED NYSCEF: 04/03/2023
EXHIBIT F
FILED: NEW YORK COUNTY CLERK 04/03/2023 11:45 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1520 RECEIVED NYSCEF: 04/03/2023
BREMEN HOUSE, INC.
200 E 85th St., Unit 1-D
New York, NY 10028
March 30, 2023
VIA EMAIL AND FEDERAL EXPRESS
Yasemin Tekiner
10819 Vicenza Way
Los Angeles, CA 90077
Zeynep Tekiner
31 White Plains Road
Bronxville, NY 10708
Re: Notice of Special Meeting of the Board of Directors of Bremen House, Inc.
Dear Yasemin and Zeynep:
We are in receipt
of your letter of today purporting, among other things, to set certain
preconditions to proceeding with the Special Meeting of the Board of Directors of Bremen House,
Inc. (the "Company") scheduled for next Monday, April 3, 2023 at 10:00 am ET at the offices of
Pryor Cashman LLP, 7 Times Square, New York, NY 10036. As set forth below, the Company's
Bylaws do not permit you to make such demands.
First, Directors Berrin Tekiner and Gonca Tekiner Chelsea are entitled to be represented
by counsel at the Special Meeting, and it is highly improper for you to seek to bar them from being
represented as a condition to holding the Special Meeting. We do not intend for Berrin and
Gonca's counsel to actively participate in the Special Meeting; rather, they will attend to advise
Berrin and Gonca as appropriate. As noted in the March 21, 2023 Special Meeting notice, you are
welcome to have your counsel attend for the same purpose.
Second, your demand that the Special Meeting proceed at the Company's offices is both
impractical and inconsistent with the Company's Bylaws. The Company's offices, as you know,
are not wheelchair accessible, and therefore cannot be accessed by Berrin. Moreover, there is
in the Bylaws that requires a particular location for the Special Meeting, and there is no
nothing
offices cannot host the Special given that you
reason that Pryor Cashman's Meeting (particularly
intend to attend by videoconference). If you intend to attend in person and have an
apparently
location to be considered, please let us know.
alternate meeting
"hide"
that anyone is attempting to information from you regarding
Third, your contention
transactions is untrue. In addition to voluminous documents pmduced in discovery
specific
your counsel has now deposed Berrin (for 10 hours), Gonca (for 14
covering these transactions,
and just yesterday, Denise Baumann (for 7 hours), asking questions
hours), Billur (for 14 hours),
the transactions you have identified. By way of example, we refer you to Billur's
of each about
and 159:2, and Ms. Baumann's deposition at Rough Tr.
deposition at Tr. 128:21, 137:25, 146:3,
235:17-238:13, 246:1-250:22, 253:6-257:9, and 262:14.
217:13-220:7,
FILED: NEW YORK COUNTY CLERK 04/03/2023 11:45 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1520 RECEIVED NYSCEF: 04/03/2023
Yasemin Tekiner
Zeynep Tekiner
March 30, 2023
Page 2
The Special Meeting will proceed as noticed Monday, April 3, 2023 at 10:00 am ET at the
offices of Pryor Cashman LLP. As requested, the Zoom credentials are annexed hereto.
Sincerely
Berrin Tekiner
Chairman of the Board
cc: Gonca Tekiner Chelsea, Director
Benjamin Weissman, Esq.
Michele Kahn, Esq.
Preview
FILED: NEW YORK COUNTY CLERK 04/03/2023 11:45 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1520 RECEIVED NYSCEF: 04/03/2023 EXHIBIT F FILED: NEW YORK COUNTY CLERK 04/03/2023 11:45 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1520 RECEIVED NYSCEF: 04/03/2023 BREMEN HOUSE, INC. 200 E 85th St., Unit 1-D New York, NY 10028 March 30, 2023 VIA EMAIL AND FEDERAL EXPRESS Yasemin Tekiner 10819 Vicenza Way Los Angeles, CA 90077 Zeynep Tekiner 31 White Plains Road Bronxville, NY 10708 Re: Notice of Special Meeting of the Board of Directors of Bremen House, Inc. Dear Yasemin and Zeynep: We are in receipt of your letter of today purporting, among other things, to set certain preconditions to proceeding with the Special Meeting of the Board of Directors of Bremen House, Inc. (the "Company") scheduled for next Monday, April 3, 2023 at 10:00 am ET at the offices of Pryor Cashman LLP, 7 Times Square, New York, NY 10036. As set forth below, the Company's Bylaws do not permit you to make such demands. First, Directors Berrin Tekiner and Gonca Tekiner Chelsea are entitled to be represented by counsel at the Special Meeting, and it is highly improper for you to seek to bar them from being represented as a condition to holding the Special Meeting. We do not intend for Berrin and Gonca's counsel to actively participate in the Special Meeting; rather, they will attend to advise Berrin and Gonca as appropriate. As noted in the March 21, 2023 Special Meeting notice, you are welcome to have your counsel attend for the same purpose. Second, your demand that the Special Meeting proceed at the Company's offices is both impractical and inconsistent with the Company's Bylaws. The Company's offices, as you know, are not wheelchair accessible, and therefore cannot be accessed by Berrin. Moreover, there is in the Bylaws that requires a particular location for the Special Meeting, and there is no nothing offices cannot host the Special given that you reason that Pryor Cashman's Meeting (particularly intend to attend by videoconference). If you intend to attend in person and have an apparently location to be considered, please let us know. alternate meeting "hide" that anyone is attempting to information from you regarding Third, your contention transactions is untrue. In addition to voluminous documents pmduced in discovery specific your counsel has now deposed Berrin (for 10 hours), Gonca (for 14 covering these transactions, and just yesterday, Denise Baumann (for 7 hours), asking questions hours), Billur (for 14 hours), the transactions you have identified. By way of example, we refer you to Billur's of each about and 159:2, and Ms. Baumann's deposition at Rough Tr. deposition at Tr. 128:21, 137:25, 146:3, 235:17-238:13, 246:1-250:22, 253:6-257:9, and 262:14. 217:13-220:7, FILED: NEW YORK COUNTY CLERK 04/03/2023 11:45 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1520 RECEIVED NYSCEF: 04/03/2023 Yasemin Tekiner Zeynep Tekiner March 30, 2023 Page 2 The Special Meeting will proceed as noticed Monday, April 3, 2023 at 10:00 am ET at the offices of Pryor Cashman LLP. As requested, the Zoom credentials are annexed hereto. Sincerely Berrin Tekiner Chairman of the Board cc: Gonca Tekiner Chelsea, Director Benjamin Weissman, Esq. Michele Kahn, Esq.