Sends Open Letter to TPL Shareholders Encouraging Them to Exercise Right to Inspect TPL's Books Under Declaration of Trust
DALLAS, June 13, 2019 /PRNewswire/ -- SoftVest, L.P., Horizon Kinetics LLC and ART-FGT Family Partners, which collectively beneficially own over 25% of the outstanding shares of Texas Pacific Land Trust (TPL), today issued an open letter to TPL shareholders urging them to hold Trustees David Barry and John Norris accountable for their flagrant disregard of shareholders' rights and investments by failing to recognize Eric Oliver as a third Trustee and misusing millions of shareholder dollars. The letter also calls on all shareholders to exercise their right under the declaration of the Trust to inspect TPL's books.
The full text of the letter is below.
Fellow TPL Shareholders:
It has now been over three weeks since TPL shareholders elected Eric Oliver as Trustee by an overwhelming margin. Shareholders have spoken. Yet, Trustees David Barry and John Norris continue spending the Trust's money in an unauthorized manner to bring litigation against TPL shareholders.
It is paradoxical – if not irrational – that in an urge to preserve their life tenures as trustees Messrs. Barry and Norris are willing to expose themselves to personal liability for all these unauthorized expenses and the damages inflicted upon the Trust and its beneficiaries. As we have noted previously, Mr. Barry and Mr. Norris have engaged in many activities that well exceed their limited powers and authority as trustees under TPL's declaration of trust, including, but not limited to:
- waging proxy contests;
- spending Trust monies to disenfranchise beneficiaries;
- paying themselves 5,000% salary increases without shareholder or Court approval; and
- buying a private plane and private residences.
We believe as strongly today as we did on May 22nd that we, the shareholders, have spoken. We are demanding more accountability and transparency from TPL. Messrs. Barry and Norris have illustrated their blatant disregard for shareholder democracy through their desperate legal maneuvering and attempting to discredit the shareholder meeting. We are ready to move forward with modern corporate governance. Accordingly, we once again urge Mr. Barry and Mr. Norris to do what is right for shareholders: work with Eric Oliver as our new Trustee in a constructive way to bring about long overdue change at TPL.
We remind all shareholders that they have rights under the declaration of trust, including the power under article Four, to inspect the books of the Trust. Two weeks ago, SoftVest delivered to TPL a demand to inspect certain records that we believe all shareholders are entitled to review under the declaration of trust. However, we have yet to receive a single requested document. What are Mr. Barry and Mr. Norris trying to hide?
A copy of our inspection demand can be found at http://horizonkinetics.com/wp-content/uploads/SoftVest-Demand.pdf. We encourage all shareholders to review our demand and submit their own demand directly to Trustee David Barry (DBarry@KelleyDrye.com), with copy to Robert Packer (Robert@tpltrust.com). We invite shareholders to use our form if they deem the information we requested to also be important to them. Shareholders might also want to ask whether the votes included in Mr. Barry's total when he was "elected" trustee in 2017 improperly included broker non-votes. As shareholders, we are all entitled to inspect these records under the rights granted to us as beneficiaries of the Trust and we should demand access to what is rightfully ours to review immediately.
HORIZON KINETICS LLC SOFTVEST, L.P. ART-FGT FAMILY PARTNERS
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