Cases & Investigations
GGP Inc. Breach of Fiduciary Duty Litigation

Wolf Popper LLP, together with the other lead counsel and class counsel to former stockholders of retail real estate company GGP Inc. (former NYSE ticker: “GGP”), have reached a settlement which, if approved, would resolve litigation in the Delaware Court of Chancery for $42,500,000.00. 
 
The litigation arises from 2018 buyout of the publicly held shares of GGP by the company’s largest stockholder, Brookfield Property Partners L.P., and follows an investigation into GGP’s corporate books and records prosecuted by Wolf Popper and its client, whom the Court of Chancery lauded as the “quintessential main street investor” who “did his homework.”
 
In this consolidated breach of fiduciary action, the plaintiffs alleged, among other things, that the proxy statement recommending the buyout failed to provide full disclosure to stockholders evaluating the transaction’s merits.  On July 19, 2022, the Delaware Supreme Court reversed an earlier judgment of dismissal, finding that the proxy’s representations concerning stockholders’ entitlement to seek the fair value of their GGP shares in appraisal proceedings were “at best, materially misleading.”  Moreover, it was “reasonably conceivable…that GGP’s directors, aided and abetted by Brookfield, consciously crafted the transaction and the related disclosures in such a way as to deter GGP’s stockholders from exercising their appraisal rights.” 
 
Upon remand to the Court of Chancery, the parties engaged in extensive document and deposition discovery.  A settlement in principle was reached less than two months before the start of a trial on liability.  A stipulation of settlement was executed on March 27, 2024.
 
As quoted in Law360, Wolf Popper partner Adam J. Blander remarked that the settlement “follows years of extremely hard-fought litigation…We’re very pleased with the result for GGP’s former stockholders.”
 
Vice Chancellor Nathan A. Cook has set a hearing for July 16, 2024 at 1:30 p.m. at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware, 19801 to determine whether to approve the settlement.  Additional information regarding the proposed settlement may be found in the Notice of Pendency linked herein, and at https://www.GGPStockholderLitigation.com.
 
The case is In re GGP, Inc. Stockholder Litigation, Consolidated C.A. No. 2018-0267-NAC, in the Court of Chancery of the State of Delaware

Phone: Carl L. Stine - (212) 451-9631
Phone: Adam Blander - (212) 451-9667
Email: outreach@wolfpopper.com