On August 28, 2019, Vice Chancellor Kathaleen S. McCormick of the Delaware Court of Chancery issued a post-trial decision ruling in favor of a former stockholder of the retail real estate company GGP Inc. In this action, the plaintiff-stockholder, represented by Wolf Popper LLP, seeks to investigate GGP’s 2018 merger with Brookfield Property Partners L.P. In the decision, the Court concluded that the plaintiff had established at trial a credible basis to infer possible wrongdoing in connection with the merger, and accordingly, he was entitled to inspect GGP’s books and records. Among other things, the plaintiff demonstrated a credible basis to believe that Brookfield—which had owned approximately a third of all outstanding GGP stock—constituted GGP’s controlling stockholder and thus owed fiduciary duties to GGP’s unaffiliated stockholders, and that the special committee formed by GGP to negotiate the merger lacked independence and failed to secure fair consideration from Brookfield.
The Court also praised the plaintiff as a “quintessential main street investor” who “did his homework on GGP” and whose testimony was “chalk-full of common sense,” characterizing GGP’s contrary arguments as “deeply misguided."