Preview
(FILED: NEW YORK COUNTY CLERK 0570272023 02:41 PM INDEX NO. 657193, 20
NYSCEF DOC. NO. 1595 RECEIVED NYSCEF 05/02/2023
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 Commercial Division Part 3
of The Yasemin Tekiner 2011 Descendants Trust and
derivatively as a holder of equitable interests in a Hon. Joel M. Cohen
shareholder or a member of the Company Defendants,
ORDER REGARDING
Plaintiff, APPOINTMENT OF
FINANCIAL MONITOR
-against-
Mot. Seq. 053
BREMEN HOUSEINC., 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.
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.
Plaintiffs having moved for an Order seeking the appointment of a temporary receiver for
Bremen House, Inc. and German-News Company, Inc. (the “Company Defendants”), and/or for a
preliminary injunction (Motion Sequence 053); and the motion having been fully briefed and
lof 5
(FILED: NEW YORK COUNTY CLERK 0570272023 02:41 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1595 RECEIVED NYSCEF: 05/02/2023
argued; and the Court having issued a Decision and Order dated April 14, 2023 granting the motion
“insofar as the Court directs the appointment of an independent financial monitor” and further
directed the parties to “meet and confer on the specific scope and terms of the monitorship” and to
thereafter “file a proposal with this Court” (Dkt 1583); and the parties having met and conferred
on April 21, 2023; and upon all prior proceedings and submissions in this matter and due
deliberations having been had thereon, including the parties’ proposed orders regarding
appointment of the Financial Monitor, it is now therefore
ORDERED, that the Court has determined to appoint a Financial 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 Financial
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 Financial 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 Financial Monitor,
someone from the lists submitted by the parties, or otherwise; and it is further
ORDERED, that once appointed, the Financial 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
Financial Monitor; and it is further
ORDERED, that Defendants shall immediately and on an ongoing basis provide the
Financial Monitor with all information, documents and physical access to the Companies’ offices
to enable the Financial Monitor to complete their duties hereunder; and Defendants shall instruct
2 0f 5
INDEX NO. 657193/2020
NYSCEF DOC. NO. 1595 RECEIVED NYSCEF: 05/02/2023
their personnel, agents, officers and directors to fully and promptly cooperate with the Financial
Monitor; and it is further
ORDERED, that the Defendants shall immediately and on an ongoing basis provide the
Financial 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 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 Financial 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 Financial 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 Financial Monitor; and it is further
ORDERED, that, within forty-five (45) days of their appointment, the Financial Monitor
shall issue a report to the Court and the parties setting forth the Financial Monitor’s
3 0f 5
INDEX NO. 657193/2020
NYSCEF DOC. NO. 1595 RECEIVED NYSCEF: 05/02/2023
recommendations, if any, to: (i) improve the internal controls of the Companies; and (ii) improve
the record-keeping practices of the Companies; 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 Financial Monitor, but shall include regular
payments for purposes of payroll, mortgage, rent, insurance premiums, ordinary
maintenance and repairs to buildings owned, leased or managed by the Companies,
taxes, and payment of accounting, legal and other professional fees incurred by the
Companies in conformity with the by-laws) that is more than $10,000 and less than
$25,000 without at least three (3) days written notice (email to suffice) to the Plaintiffs
and the Financial Monitor; or
(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 Financial Monitor and (ii) prior written approval by the Financial Monitor; it is
further
(c) ORDERED that the Financial Monitor will facilitate Plaintiffs’ access to the books
and records of the Companies, including through real-time access to the Companies’
financial reporting by way of QuickBooks access; and it is further
ORDERED, that the Financial 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 Financial Monitor staff; and it is further
40f 5
(FILED: NEW YORK COUNTY CLERK 0570272023 02:41 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1595 RECEIVED NYSCEF: 05/02/2023
ORDERED, that the fees and expense of the Financial Monitor shall be paid by the
Companies; and it is further
ORDERED, that the Financial Monitor may apply to the Court for further direction.
Entered May 1, 2023
<[.“_ Ca.
Hon! Joel M. Cohen, J.S.C.
5 of 5
Preview
(FILED: NEW YORK COUNTY CLERK 0570272023 02:41 PM INDEX NO. 657193, 20 NYSCEF DOC. NO. 1595 RECEIVED NYSCEF 05/02/2023 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 Commercial Division Part 3 of The Yasemin Tekiner 2011 Descendants Trust and derivatively as a holder of equitable interests in a Hon. Joel M. Cohen shareholder or a member of the Company Defendants, ORDER REGARDING Plaintiff, APPOINTMENT OF FINANCIAL MONITOR -against- Mot. Seq. 053 BREMEN HOUSEINC., 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. 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. Plaintiffs having moved for an Order seeking the appointment of a temporary receiver for Bremen House, Inc. and German-News Company, Inc. (the “Company Defendants”), and/or for a preliminary injunction (Motion Sequence 053); and the motion having been fully briefed and lof 5 (FILED: NEW YORK COUNTY CLERK 0570272023 02:41 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1595 RECEIVED NYSCEF: 05/02/2023 argued; and the Court having issued a Decision and Order dated April 14, 2023 granting the motion “insofar as the Court directs the appointment of an independent financial monitor” and further directed the parties to “meet and confer on the specific scope and terms of the monitorship” and to thereafter “file a proposal with this Court” (Dkt 1583); and the parties having met and conferred on April 21, 2023; and upon all prior proceedings and submissions in this matter and due deliberations having been had thereon, including the parties’ proposed orders regarding appointment of the Financial Monitor, it is now therefore ORDERED, that the Court has determined to appoint a Financial 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 Financial 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 Financial 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 Financial Monitor, someone from the lists submitted by the parties, or otherwise; and it is further ORDERED, that once appointed, the Financial 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 Financial Monitor; and it is further ORDERED, that Defendants shall immediately and on an ongoing basis provide the Financial Monitor with all information, documents and physical access to the Companies’ offices to enable the Financial Monitor to complete their duties hereunder; and Defendants shall instruct 2 0f 5 INDEX NO. 657193/2020 NYSCEF DOC. NO. 1595 RECEIVED NYSCEF: 05/02/2023 their personnel, agents, officers and directors to fully and promptly cooperate with the Financial Monitor; and it is further ORDERED, that the Defendants shall immediately and on an ongoing basis provide the Financial 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 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 Financial 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 Financial 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 Financial Monitor; and it is further ORDERED, that, within forty-five (45) days of their appointment, the Financial Monitor shall issue a report to the Court and the parties setting forth the Financial Monitor’s 3 0f 5 INDEX NO. 657193/2020 NYSCEF DOC. NO. 1595 RECEIVED NYSCEF: 05/02/2023 recommendations, if any, to: (i) improve the internal controls of the Companies; and (ii) improve the record-keeping practices of the Companies; 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 Financial Monitor, but shall include regular payments for purposes of payroll, mortgage, rent, insurance premiums, ordinary maintenance and repairs to buildings owned, leased or managed by the Companies, taxes, and payment of accounting, legal and other professional fees incurred by the Companies in conformity with the by-laws) that is more than $10,000 and less than $25,000 without at least three (3) days written notice (email to suffice) to the Plaintiffs and the Financial Monitor; or (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 Financial Monitor and (ii) prior written approval by the Financial Monitor; it is further (c) ORDERED that the Financial Monitor will facilitate Plaintiffs’ access to the books and records of the Companies, including through real-time access to the Companies’ financial reporting by way of QuickBooks access; and it is further ORDERED, that the Financial 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 Financial Monitor staff; and it is further 40f 5 (FILED: NEW YORK COUNTY CLERK 0570272023 02:41 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1595 RECEIVED NYSCEF: 05/02/2023 ORDERED, that the fees and expense of the Financial Monitor shall be paid by the Companies; and it is further ORDERED, that the Financial Monitor may apply to the Court for further direction. Entered May 1, 2023 <[.“_ Ca. Hon! Joel M. Cohen, J.S.C. 5 of 5