On May 4, 2020, Wolf Popper LLP filed a 162-page amended class action complaint, alleging breaches of fiduciary duty arising from the 2018 buyout of the publicly held shares of GGP, Inc. by GGP’s controlling stockholder, Brookfield Property Partners L.P. The complaint alleges, among other things, that the buyout, the largest real estate public-company merger in history, was negotiated by a committee of GGP’s board that was neither disinterested nor independent from Brookfield, that the stockholder vote on the transaction was not fully informed, and that as a result of this flawed and unfair process, public stockholders received significantly less than the fair value of their GGP shares.
The complaint is based, in part, on evidence obtained in an action Wolf Popper prosecuted under 8 Del. C. § 220, a statute allowing stockholders to investigate corporate wrongdoing. In a post-trial decision dated August 28, 2019, the Delaware Court of Chancery found that the plaintiff-stockholder represented by Wolf Popper “did his homework on GGP” and had established a credible basis to infer possible misconduct in connection with the merger, and accordingly, ordered GGP to allow him to inspect its internal books and records.
The case is In re GGP Stockholder Litigation, Consolidated C.A. No. 2018-0267-JRS, in the Delaware Court of Chancery. Wolf Popper is co-lead counsel for the putative class.