On July 19, 2022, the Delaware Supreme Court reinstated a lawsuit brought by Wolf Popper LLP regarding a 2018 merger whereby Brookfield Property Partners L.P. and its affiliates acquired mall operator GGP, Inc. in a transaction observers valued at approximately $15 billion. In sustaining the plaintiffs’ claims, the Court found that the defendants’ 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.” This action, in which Wolf Popper serves as co-lead counsel, follows a trial where Wolf Popper and its client, lauded by the trial court as a “quintessential main street investor” who “did his homework,” proved that there were sufficient grounds to suspect wrongdoing related to the merger, and, accordingly, inspection of GGP’s corporate books and records was warranted.
The revived lawsuit is styled In re GGP Inc. Stockholder Litigation, case number 2018-0267, in the Delaware Court of Chancery.