Cases & Investigations
GGP Inc. Breach of Fiduciary Duty Litigation

On July 16, 2024, Vice Chancellor Nathan A. Cook of the Delaware Court of Chancery approved a $42,500,000.00 settlement, secured by Wolf Popper LLP and co-lead counsel, for the benefit of former stockholders of GGP Inc. (former NYSE ticker: “GGP”), a retail real estate company.  Following a hearing, the Vice Chancellor stated that the settlement “is an excellent result after very lengthy and hard-fought litigation and I think folks should be proud of this outcome, so I'm happy to approve it.”  The court found that counsel “took on significant risk” in litigating a case implicating complex tax and appraisal matters over a six-year period, which included an appeal to the Delaware Supreme Court, and that the settlement, which received no objections from class members, was fair and in the best interests of the stockholder class given the “very thin needle” the plaintiffs needed to thread at trial in order to recover from the defendants.  The court also observed that Wolf Popper and its co-lead counsel “are experienced litigators, with an extensive track record of trying cases in this court and have achieved strong results for [their] clients over the years.”  
 
The litigation arises from the 2018 buyout of GGP by 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.”  The plaintiffs in the subsequently-filed class action 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 of the plaintiffs’ breach of fiduciary duty claims, 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 from the Supreme Court, the parties engaged in extensive document and deposition discovery.  A settlement in principle was reached less than two months before trial. 
 
Class members will be paid from the settlement fund following the conclusion of the settlement administration process, which will take several months.  Please be patient.  Class members do not have to submit a claim form or take other action in order to be entitled to payment.
 
For more information, please visit the settlement administration website at
https://www.GGPStockholderLitigation.com/
 
The now-resolved 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