Calls on David Barry and John Norris to Release List of All TPL Shareholders to Allow for Open Dialogue Among Shareholders on Matters Critical to the Future Success of TPL
DALLAS, June 25, 2019 /PRNewswire/ -- SoftVest, L.P., Horizon Kinetics LLC and ART-FGT Family Partners, the Investor Group which collectively beneficially owns over 25% of the outstanding shares of Texas Pacific Land Trust (TPL) (the "Trust" or "TPL"), today announced that Murray Stahl, Chairman of Horizon Kinetics LLC, has sent a letter to David Barry and John Norris in response to the Trust's formation of a "Conversion Exploration Committee" to evaluate a conversion of the Trust into a C-corporation.
The full text of the letter is below.
June 25, 2019
Texas Pacific Land Trust
Messrs. John Norris and David Barry
1700 Pacific Avenue, Suite 2770
Dallas, TX 75201
Thank you for your proposal. Some months ago, when we began the process to elect Eric Oliver as the Trust's third trustee, it never occurred to us that on the eve of the election you would attempt to cancel the shareholders' vote and sue us. In doing so, you made the choice to move the contest to the courtroom, a forum that you selected, and the nature of which requires some time to make the appropriate response. Yet, now that we are engaged with you in the legal process, you wish to shift to the mechanism of a Committee to explore the topic of corporate governance.
While the idea to explore conversion of the Trust to a corporate structure is laudable in principle, I cannot but take note of a few items. Eric Oliver, who was elected by the shareholders, is not acknowledged by the Committee as such, but then, of course, that is the reason for our legal dispute and, in any case, you control the Committee.
A far more important issue, though, is that the rules of the Charter you constructed require, among other philosophically interesting conditions, that the Committee members deliberate this topic in secret. Nor may they release any information, even after the conclusion of the Committee's work, without your approval. Yet, that is contrary to the well and universally accepted principles of responsible and ethical corporate governance. We propose, then, the following: send a list of shareholders to all of the other shareholders, so that they may engage with one another on this important topic and other matters critical to the future of TPL. This will allow them to properly prepare for any future votes and interaction with the Trustees. For there is nothing secret about corporate governance; it is based on transparency, and we ourselves have no monopoly on the topic or its practice.
Very truly yours,
/s/ Murray Stahl