Preview
FILED: NEW YORK COUNTY CLERK 04/24/2023 09:37 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1590 RECEIVED NYSCEF: 04/24/2023
EXHIBIT A
FILED: NEW YORK COUNTY CLERK 04/24/2023 09:37 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1590 RECEIVED NYSCEF: 04/24/2023
SUPREME COURT OF THE STATE OF NEW YORK
COMMERCIAL DIVISION: NEW YORK COUNTY
--------------------------------------------------------- x
YASEMIN TEKINER, in her individual capacity, : Index No.: 657193/2020
as a beneficiary and a Trustee of The Yasemin :
Tekiner 2011 Descendants Trust and derivatively : Commercial Division Part 3
as a holder of equitable interests in a shareholder or :
a member of the Company Defendants, : Hon. Joel M. Cohen, J.S.C.
Plaintiff, :
:
- against – : [PLAINTIFFS’ PROPOSED]
: ORDER APPOINTING
BREMEN HOUSE INC., GERMAN NEWS : INDEPENDENT FINANCIAL
COMPANY, INC., BERRIN TEKINER, GONCA : MONITOR
TEKINER, and BILLUR AKIPEK, in her :
capacity :
as a Trustee of The Yasemin Tekiner 2011 :
Descendants Trust, :
Defendants. x
---------------------------------------------------------
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 Zeynep Tekiner 2011 :
Descendants Trust, :
:
Defendants. :
-------------------------------------------------------- :
x
Plaintiffs having moved this Court for appointment of a receiver and/or for a preliminary
injunction (Motion Seq. 53); and the motion having been fully briefed and argued; and the Court
having issued a Decision and Order dated April 14, 2023 granting the motion “insofar as the Court
FILED: NEW YORK COUNTY CLERK 04/24/2023 09:37 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1590 RECEIVED NYSCEF: 04/24/2023
directs the appointment of an independent financial monitor”; and upon all prior proceedings and
submissions in this matter and due deliberations having been had thereon,
NOW ON MOTION of Plaintiffs Yasemin Tekiner and Zeynep Tekiner, it is
ORDERED, that the Court has determined to appoint a Monitor for Bremen House, Inc., German
News, Inc., and their subsidiaries and affiliates (collectively, “Companies”; and Companies refers to all
the Companies or any of them) for the purposes of providing independent financial oversight of the
Companies as set forth herein, and the Monitorship shall continue until terminated by Court Order; and
it is further
ORDERED, that within five (5) days of the entry of this Order, the parties shall submit to the
Court an agreed-upon Monitor or, if the parties cannot agree, then each side may submit up to three
names and the Court will appoint either the agreed-upon Monitor, someone from the lists submitted by
the parties, or otherwise; and it is further
ORDERED, that once appointed, the Monitor shall have the responsibilities set forth in this
Order and any further Orders of the Court; and it is further
ORDERED, that all parties shall cooperate fully and promptly cooperate with the Monitor; and
it is further
ORDERED, that Defendants shall immediately and on an ongoing basis provide the Monitor
with all information, documents and physical access to the Companies’ offices to enable the Monitor to
complete their duties hereunder; and Defendants shall instruct their personnel, agents, officers and
directors to fully and promptly cooperate with the Monitor; and it is further
ORDERED, that the Defendants shall immediately and on an ongoing basis provide the Monitor
with access to and log-in credentials for: all financial institutions (e.g., banks, credit card companies,
benefits service providers, investment companies, etc.) associated with the Companies; all systems or
2
FILED: NEW YORK COUNTY CLERK 04/24/2023 09:37 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1590 RECEIVED NYSCEF: 04/24/2023
software the Companies use, including without limitation, QuickBooks and any program or platform
used for rental income record-keeping; all vendor accounts and all other online access for all institutions,
vendors, accounts, etc. relating to the Companies’ finances, together with a list of all persons who
currently have log-in credentials and passwords to each such institution, system, software, platform,
program, account, or other online access; and it is further
ORDERED, that the Monitor may change passwords and log-in credentials and may limit access
and/or passwords and/or check writing/payment authority to themself and one or more employees or
agents of the Companies (for avoidance of doubt, at all times at least one employee of the Companies
must have such access); and it is further
ORDERED, that the Monitor shall conduct an initial review of the Companies to ascertain the
financial condition, assets, liabilities, cash flows, revenues, expenses, profits, and other significant,
financial metrics including large inflows, large disbursements, purchase/sale of any assets; any large,
significant payable owed by the Companies in the short-term, foreseeable future; substantial contracts
and contracts between interested and related parties; engagement or similar agreements with
professionals; record-keeping practices; internal controls; operation of the Companies; and as otherwise
deemed appropriate by the Monitor; and it is further
ORDERED, that, within thirty (30) days of their appointment, the Monitor shall issue a report
to the Court and the parties setting forth:
(a) (i) a statement of financial condition including without limitation, a profit and loss statement
and balance sheet listing all assets and liabilities, which shall include any and all payables or
receivables due to/from the various entities within the Company; (ii) a statement of whether
the Company is currently solvent on both a balance sheet and income basis; (iii) financial
3
FILED: NEW YORK COUNTY CLERK 04/24/2023 09:37 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1590 RECEIVED NYSCEF: 04/24/2023
statements for each entity or subsidiary of the Company sufficient to identify the profits and
losses for each entity; (iv) any non-recurring or special accounting of items which had a
material impact on the Companies’ performance from January 1, 2017 to present; (v) all
intercompany transfers by any of the Companies to any other of the Companies, and the date,
amount and purpose of each such transfer; (vi) an analysis of all loans to and from the
Companies to or from any person or entity other than a bona fide banking or lending
institution; (vii) a list of all properties owned by the Companies including whether any
employees, shareholders, directors, or related parties reside at the property; (viii) an
assessment and classification of all expenses by the Companies related to the properties
owned by the Companies; (ix) details of all compensation and benefits received by Berrin
Tekiner, Gonca Chelsea, Yasemin Tekiner, Zeynep Tekiner, and Billur Akipek from January
1, 2017 to present, including, but not limited to: salary, bonus, distributions, defined benefit
and actuarial pension plans; perquisites and other personal benefits, such as the use of a
company car or household, leases at below-market rent, paid vacations, payments made for
the benefit of such person, or loans at below-market rates; the dollar value of any health, life,
or other insurance premiums, or any supplemental pension plans, paid by, into, or on behalf
of, Berrin Tekiner, Gonca Chelsea, Yasemin Tekiner, Zeynep Tekiner, and Billur Akipek;
and expense reimbursements; and
(b) the Monitor’s recommendations, if any, to: (i) improve the internal controls of the
Companies; (ii) improve the record-keeping practices of the Companies; and (iii) improve
the financial condition of the Companies including but not limited to recommendations to
4
FILED: NEW YORK COUNTY CLERK 04/24/2023 09:37 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1590 RECEIVED NYSCEF: 04/24/2023
reduce expenses, including non-business-related expenditures, increase income, and collect
receivables; and as otherwise deemed appropriate by the Monitor; and it is further
ORDERED, that if the Monitor deems it necessary, the Monitor shall reconstruct the corporate
books and records from January 1, 2017 to present and, if the Monitor deems it appropriate, may go back
further and/or may ask for information supporting the books and records as of January 1, 2017; and it is
further
ORDERED, that the Monitor shall continue to monitor all financial activity of the Companies
on an ongoing basis during the duration of the Monitorship by, among other things, conducting a weekly
review of all bank statements; and it is further
ORDERED, that beginning as soon as is practicable, the Monitor shall hold a biweekly
videoconference or phone call of no more than one hour with the Companies’ Boards of Directors,
without litigation counsel present, to provide a brief update on the Monitor’s work hereunder and allow
for the Directors to ask questions and discuss relevant matters with the Monitor; and it is further
ORDERED, that the Monitor shall issue monthly written reports to the Court and the parties that
includes a monthly financial statement or reporting package that includes a summary of revenues,
expenses, profits, and other significant, financial metrics including large inflows, large disbursements,
purchase/sale of any assets, loans, a cash flow for that month, and all other information the Monitor
deems relevant; and it is further
ORDERED, that the Companies shall not:
(a) transfer or pay any amount that is outside the Ordinary Course (the “Ordinary Course” to be
determined in the first instance by the Monitor, but shall include regular payments for
purposes of payroll, mortgage, rent, insurance premiums, and taxes) that is more than $10,000
5
FILED: NEW YORK COUNTY CLERK 04/24/2023 09:37 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1590 RECEIVED NYSCEF: 04/24/2023
and less than $25,000 without at least three (3) days written notice (email to suffice) to the
Plaintiffs and the Monitor;
(b) transfer or pay any amount that is outside the Ordinary Course that is more than $25,000
without (i) at least seven (7) days written notice (email to suffice) to the Plaintiffs and the
Monitor and (ii) prior written approval by the Monitor;
(c) list or otherwise market for sale, enter into a contract for sale of, sell, transfer, or encumber
assets without (i) at least fourteen (14) days written notice (email to suffice) to the Plaintiffs
and the Monitor, and (ii) prior written approval by the Monitor; and it is further
ORDERED, that the Monitor may employ such staff and incur such expenses as are reasonably
required to carry out their duties hereunder, and that the parties’ and the Companies’ (including their
personnel, agents, officers, and directors) duties of cooperation and access hereunder shall extend to any
such Monitor staff; and it is further
ORDERED, that the fees and expense of the Monitor shall be paid by the Companies; and it is
further
ORDERED, that the Monitor may apply to the Court for further direction.
ENTER:
____________________________
J.S.C.
6
Preview
FILED: NEW YORK COUNTY CLERK 04/24/2023 09:37 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1590 RECEIVED NYSCEF: 04/24/2023 EXHIBIT A FILED: NEW YORK COUNTY CLERK 04/24/2023 09:37 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1590 RECEIVED NYSCEF: 04/24/2023 SUPREME COURT OF THE STATE OF NEW YORK COMMERCIAL DIVISION: NEW YORK COUNTY --------------------------------------------------------- x YASEMIN TEKINER, in her individual capacity, : Index No.: 657193/2020 as a beneficiary and a Trustee of The Yasemin : Tekiner 2011 Descendants Trust and derivatively : Commercial Division Part 3 as a holder of equitable interests in a shareholder or : a member of the Company Defendants, : Hon. Joel M. Cohen, J.S.C. Plaintiff, : : - against – : [PLAINTIFFS’ PROPOSED] : ORDER APPOINTING BREMEN HOUSE INC., GERMAN NEWS : INDEPENDENT FINANCIAL COMPANY, INC., BERRIN TEKINER, GONCA : MONITOR TEKINER, and BILLUR AKIPEK, in her : capacity : as a Trustee of The Yasemin Tekiner 2011 : Descendants Trust, : Defendants. x --------------------------------------------------------- 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 Zeynep Tekiner 2011 : Descendants Trust, : : Defendants. : -------------------------------------------------------- : x Plaintiffs having moved this Court for appointment of a receiver and/or for a preliminary injunction (Motion Seq. 53); and the motion having been fully briefed and argued; and the Court having issued a Decision and Order dated April 14, 2023 granting the motion “insofar as the Court FILED: NEW YORK COUNTY CLERK 04/24/2023 09:37 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1590 RECEIVED NYSCEF: 04/24/2023 directs the appointment of an independent financial monitor”; and upon all prior proceedings and submissions in this matter and due deliberations having been had thereon, NOW ON MOTION of Plaintiffs Yasemin Tekiner and Zeynep Tekiner, it is ORDERED, that the Court has determined to appoint a Monitor for Bremen House, Inc., German News, Inc., and their subsidiaries and affiliates (collectively, “Companies”; and Companies refers to all the Companies or any of them) for the purposes of providing independent financial oversight of the Companies as set forth herein, and the Monitorship shall continue until terminated by Court Order; and it is further ORDERED, that within five (5) days of the entry of this Order, the parties shall submit to the Court an agreed-upon Monitor or, if the parties cannot agree, then each side may submit up to three names and the Court will appoint either the agreed-upon Monitor, someone from the lists submitted by the parties, or otherwise; and it is further ORDERED, that once appointed, the Monitor shall have the responsibilities set forth in this Order and any further Orders of the Court; and it is further ORDERED, that all parties shall cooperate fully and promptly cooperate with the Monitor; and it is further ORDERED, that Defendants shall immediately and on an ongoing basis provide the Monitor with all information, documents and physical access to the Companies’ offices to enable the Monitor to complete their duties hereunder; and Defendants shall instruct their personnel, agents, officers and directors to fully and promptly cooperate with the Monitor; and it is further ORDERED, that the Defendants shall immediately and on an ongoing basis provide the Monitor with access to and log-in credentials for: all financial institutions (e.g., banks, credit card companies, benefits service providers, investment companies, etc.) associated with the Companies; all systems or 2 FILED: NEW YORK COUNTY CLERK 04/24/2023 09:37 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1590 RECEIVED NYSCEF: 04/24/2023 software the Companies use, including without limitation, QuickBooks and any program or platform used for rental income record-keeping; all vendor accounts and all other online access for all institutions, vendors, accounts, etc. relating to the Companies’ finances, together with a list of all persons who currently have log-in credentials and passwords to each such institution, system, software, platform, program, account, or other online access; and it is further ORDERED, that the Monitor may change passwords and log-in credentials and may limit access and/or passwords and/or check writing/payment authority to themself and one or more employees or agents of the Companies (for avoidance of doubt, at all times at least one employee of the Companies must have such access); and it is further ORDERED, that the Monitor shall conduct an initial review of the Companies to ascertain the financial condition, assets, liabilities, cash flows, revenues, expenses, profits, and other significant, financial metrics including large inflows, large disbursements, purchase/sale of any assets; any large, significant payable owed by the Companies in the short-term, foreseeable future; substantial contracts and contracts between interested and related parties; engagement or similar agreements with professionals; record-keeping practices; internal controls; operation of the Companies; and as otherwise deemed appropriate by the Monitor; and it is further ORDERED, that, within thirty (30) days of their appointment, the Monitor shall issue a report to the Court and the parties setting forth: (a) (i) a statement of financial condition including without limitation, a profit and loss statement and balance sheet listing all assets and liabilities, which shall include any and all payables or receivables due to/from the various entities within the Company; (ii) a statement of whether the Company is currently solvent on both a balance sheet and income basis; (iii) financial 3 FILED: NEW YORK COUNTY CLERK 04/24/2023 09:37 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1590 RECEIVED NYSCEF: 04/24/2023 statements for each entity or subsidiary of the Company sufficient to identify the profits and losses for each entity; (iv) any non-recurring or special accounting of items which had a material impact on the Companies’ performance from January 1, 2017 to present; (v) all intercompany transfers by any of the Companies to any other of the Companies, and the date, amount and purpose of each such transfer; (vi) an analysis of all loans to and from the Companies to or from any person or entity other than a bona fide banking or lending institution; (vii) a list of all properties owned by the Companies including whether any employees, shareholders, directors, or related parties reside at the property; (viii) an assessment and classification of all expenses by the Companies related to the properties owned by the Companies; (ix) details of all compensation and benefits received by Berrin Tekiner, Gonca Chelsea, Yasemin Tekiner, Zeynep Tekiner, and Billur Akipek from January 1, 2017 to present, including, but not limited to: salary, bonus, distributions, defined benefit and actuarial pension plans; perquisites and other personal benefits, such as the use of a company car or household, leases at below-market rent, paid vacations, payments made for the benefit of such person, or loans at below-market rates; the dollar value of any health, life, or other insurance premiums, or any supplemental pension plans, paid by, into, or on behalf of, Berrin Tekiner, Gonca Chelsea, Yasemin Tekiner, Zeynep Tekiner, and Billur Akipek; and expense reimbursements; and (b) the Monitor’s recommendations, if any, to: (i) improve the internal controls of the Companies; (ii) improve the record-keeping practices of the Companies; and (iii) improve the financial condition of the Companies including but not limited to recommendations to 4 FILED: NEW YORK COUNTY CLERK 04/24/2023 09:37 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1590 RECEIVED NYSCEF: 04/24/2023 reduce expenses, including non-business-related expenditures, increase income, and collect receivables; and as otherwise deemed appropriate by the Monitor; and it is further ORDERED, that if the Monitor deems it necessary, the Monitor shall reconstruct the corporate books and records from January 1, 2017 to present and, if the Monitor deems it appropriate, may go back further and/or may ask for information supporting the books and records as of January 1, 2017; and it is further ORDERED, that the Monitor shall continue to monitor all financial activity of the Companies on an ongoing basis during the duration of the Monitorship by, among other things, conducting a weekly review of all bank statements; and it is further ORDERED, that beginning as soon as is practicable, the Monitor shall hold a biweekly videoconference or phone call of no more than one hour with the Companies’ Boards of Directors, without litigation counsel present, to provide a brief update on the Monitor’s work hereunder and allow for the Directors to ask questions and discuss relevant matters with the Monitor; and it is further ORDERED, that the Monitor shall issue monthly written reports to the Court and the parties that includes a monthly financial statement or reporting package that includes a summary of revenues, expenses, profits, and other significant, financial metrics including large inflows, large disbursements, purchase/sale of any assets, loans, a cash flow for that month, and all other information the Monitor deems relevant; and it is further ORDERED, that the Companies shall not: (a) transfer or pay any amount that is outside the Ordinary Course (the “Ordinary Course” to be determined in the first instance by the Monitor, but shall include regular payments for purposes of payroll, mortgage, rent, insurance premiums, and taxes) that is more than $10,000 5 FILED: NEW YORK COUNTY CLERK 04/24/2023 09:37 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1590 RECEIVED NYSCEF: 04/24/2023 and less than $25,000 without at least three (3) days written notice (email to suffice) to the Plaintiffs and the Monitor; (b) transfer or pay any amount that is outside the Ordinary Course that is more than $25,000 without (i) at least seven (7) days written notice (email to suffice) to the Plaintiffs and the Monitor and (ii) prior written approval by the Monitor; (c) list or otherwise market for sale, enter into a contract for sale of, sell, transfer, or encumber assets without (i) at least fourteen (14) days written notice (email to suffice) to the Plaintiffs and the Monitor, and (ii) prior written approval by the Monitor; and it is further ORDERED, that the Monitor may employ such staff and incur such expenses as are reasonably required to carry out their duties hereunder, and that the parties’ and the Companies’ (including their personnel, agents, officers, and directors) duties of cooperation and access hereunder shall extend to any such Monitor staff; and it is further ORDERED, that the fees and expense of the Monitor shall be paid by the Companies; and it is further ORDERED, that the Monitor may apply to the Court for further direction. ENTER: ____________________________ J.S.C. 6