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INFORMATION REQUIRED IN PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Under Rule 14a-12
TAUBMAN CENTERS, INC.

(Name of Registrant as Specified in Its Charter)

LAND & BUILDINGS CAPITAL GROWTH FUND, LP

L & B REAL ESTATE OPPORTUNITY FUND, LP

LAND & BUILDINGS GP LP

LAND & BUILDINGS INVESTMENT MANAGEMENT, LLC

JONATHAN LITT

(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

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Taubman Centers, Inc.

IMPORTANT

Please submit the WHITE Special Meeting Request Card today to call for a Special Meeting and demand that the Board of Directors enact its promised and much-needed governance enhancements without further delay!

Land & Buildings Capital Growth Fund, LP IS A SIGNIFICANT SHAREHOLDER OF Taubman Centers, Inc., a Michigan corporation (the “Company” or “Taubman Centers”). WE ARE SEEKING YOUR SUPPORT TO CALL A SPECIAL MEETING OF THE COMPANY’S SHAREHOLDERS IN ORDER TO EFFECT MUCH-NEEDED CHANGES TO THE GOVERNANCE PRACTICES OF Taubman Centers.

AT THIS TIME, WE ARE ONLY SOLICITING YOUR WRITTEN REQUEST TO CALL A SPECIAL MEETING OF SHAREHOLDERS. AS DESCRIBED MORE FULLY BELOW, IN ORDER TO CALL A SPECIAL MEETING, WE ARE REQUIRED TO DELIVER WRITTEN REQUESTS FROM THE HOLDERS OF AT LEAST TWENTY-FIVE PERCENT (25%) OF THE COMPANY’S VOTING SHARES, INCLUDING OUR OWN. ONCE THE SPECIAL MEETING HAS BEEN CALLED, WE WILL THEN SEND YOU PROXY MATERIALS URGING YOU TO VOTE IN FAVOR OF THE PROPOSALS DESCRIBED BELOW.

PLEASE JOIN US IN REQUESTING THAT TAUBMAN CENTERS CALL A SPECIAL MEETING AND SHOW THE BOARD THAT SHAREHOLDERS DEMAND THAT THE BOARD ENACT THE CORPORATE GOVERNANCE ENHANCEMENTS RECENTLY PROMISED BY THE BOARD, INCLUDING THE REFRESHMENT AND DECLASSIFICATION OF THE BOARD, WITHOUT UNDUE DELAY.

This Solicitation Statement and the accompanying WHITE request card are first being furnished to shareholders on or about June 30, 2017. Requests to call a special meeting should be delivered as promptly as possible, by mail (using the enclosed envelope), to Land & Buildings’ solicitation agent, D.F. King & Co., Inc. (“D.F. King”) as set forth below.

Why You Were Sent the Solicitation Statement

Land & Buildings Capital Growth Fund, LP (“L&B Capital”), and the other participants in this solicitation (collectively, “Land & Buildings” or “we”), beneficially own in the aggregate 920,447 shares of Common Stock, representing approximately 1.5% of the Company’s outstanding shares of Common Stock. Land & Buildings acquired its position in the Company because it believes that the Company is substantially undervalued and opportunities exist to create significant value for shareholders. To that end, we nominated Charles Elson and Jonathan Litt to serve as directors at the 2017 Annual Meeting of Shareholders (the “2017 Annual Meeting”) in order to effect a much needed refreshment to the Company’s Board of Directors (the “Board”). Although we had near-unanimous support from active fund managers and the unanimous support of all three of the proxy advisory firms (ISS, Glass Lewis and Egan-Jones) and received a significant majority of the votes cast by non-Taubman family shareholders, we were unable to elect Messrs. Elson and Litt. We believe this was due in part to the Taubman family’s 30.2% voting power, which we believe is a violation of the ownership limitation contained in the Company’s Amended and Restated Articles of Incorporation (the “Charter”), as well as certain eleventh hour promises to enhance the Company’s governance practices.

Nonetheless, we believe our efforts to date have been successful in forcing the Company to address its serious governance deficiencies, with the Company going so far as to publicly promise that it was “committed to transitioning to annual elections for directors and pursuing accelerated Board refreshment.” While we believe the Company had to resort to these last-minute tactics to sway the vote, including vague and non-committal promises of Board declassification and Board refreshment, the Company made these hurried promises without truly circumscribing them, thereby allowing the Board to kick the can to the 2018 Annual Meeting of Shareholders (the “2018 Annual Meeting”), perhaps hoping that shareholders would move on and forget. We are not going away. The results of the 2017 Annual Meeting reveal that non-Taubman family shareholders are fed up with the status quo and provide a strong mandate for the Board to immediately bring the Company’s corporate governance into the 21st century.

Accordingly, while we would like to thank all shareholders that voted to support our case for change at Taubman Centers at the 2017 Annual Meeting, we would like to request that you not yet give up the fight. External pressure has begun to catalyze some long-needed changes at Taubman Centers, and we believe keeping the pressure on is the only way to ensure these changes are ultimately made without delay. We recognize that seeking to call a special meeting is an unusual and extraordinary step. Unfortunately, the Board’s vague and non-committal promises of change give us no comfort that the Board intends to promptly effect such changes. We remain concerned by the Company’s poor corporate governance, which we believe severely limits the ability of shareholders to seek effective change at the Company. In fact, Green Street Advisors, the leading independent research and advisory firm in the REIT industry (“Green Street”), had previously given the Company the worst governance rating among all REITs.

For far too long, the Board has been classified into three separate classes, meaning its directors are only subject to re-election by shareholders once every three years. We believe the ability of shareholders to select directors each year is an important check on the performance of the Board and is critical in allowing shareholder input on the direction and state of the Company and the best group of individuals to oversee their investment. To the contrary, the Board’s current classified structure, in our view, impedes shareholders’ ability to regularly and effectively evaluate the performance of their directors and insulates and entrenches the incumbent directors.

Notably, prior to the Company’s vague commitment to declassify the Board, it was one of only two REITs with a staggered board out of the eighty-three companies covered by leading independent research and advisory firm Green Street.1 Perhaps even more concerning is the fact that the Board has remained classified despite a majority of the Company’s shareholders who voted in 2007 and 2008 supporting shareholder-proposals to declassify the Board. In fact, ISS recommended that shareholders vote against all three directors up for re-election at the Company’s 2009 annual meeting of shareholders given the Board’s failure to listen to the will of its shareholders to declassify the Board.

In our view, the Board is stale and dominated by long-tenured directors who have presided over the Company’s prolonged underperformance. The average tenure of the Board is fifteen years with the average age at nearly seventy years old.2 Further, current director Jerome Chazen, who was recently Chairman of the Audit Committee, served in such capacity at nearly ninety years old, having initially joined the Board in 1992. We believe the Company’s stock price has suffered due to the lack of fresh perspective on the Board and that change on the Board is critical to ensure renewed focus and commitment on delivering shareholder value.

1 According to Green Street based on the universe of REITs covered by Green Street at that time.

2 Based on board composition, excluding most recent appointment of Cia Marakovits, prior to Land & Buildings’ public involvement.

ISS and Glass Lewis share our serious concerns regarding the Company’s prolonged and problematic corporate governance practices.

In its research report for the 2017 Annual Meeting supporting the election of Land & Buildings’ two director nominees, ISS noted the following:

“The governance issues raised in this contest are among the company's most salient challenges at present and bear ongoing consequences for shareholder value. The dissident has made a compelling case that the board is in need of additional perspectives—particularly in the area of corporate governance—and additional motivation to center its core constituency.”

Glass Lewis highlighted the following in its report fully supporting Land & Buildings’ proxy contest for change at the 2017 Annual Meeting:

“[W]e believe the Company's track record of not only maintaining, but also utilizing, long frowned upon corporate governance practices such as a classified board and a dual-class voting stock structure, among others, to disenfranchise common shareholders, as well as the board's general resistance to progressive governance changes, combined with a lack of accountability on the board level, all of which have contributed to sub-optimal operational and TSR performance in recent years, firmly establishes a case for the minority board changes sought by the Dissident.”

We therefore believe change is not only long-overdue, but is required to ensure the Board delivers on its fiduciary duties to properly hold management accountable and provide effective oversight of the Company and to ensure that it pursues opportunities to protect and enhance shareholder value.

The Company has the ability to unilaterally and immediately amend its Bylaws to declassify the Board. Due to what we view as the entrenchment-minded provisions in the Company’s Bylaws and Charter, for shareholders to take this step ourselves to amend the Bylaws to declassify the Board would require the affirmative vote of two-thirds (2/3) of the Company’s Voting Stock. We are therefore seeking the support of our fellow shareholders to call the special meeting to approve a series of non-binding, advisory proposals by a majority of the votes cast and demonstrate to the Board that shareholders demand prompt governance changes.

Notably, under ISS’ voting policies, ISS looks to the responsiveness of a board to a shareholder vote and is inclined to hold a board or individual directors accountable by withholding votes where a board has failed to act on a shareholder proposal that received the support of a majority of the shares cast.

Accordingly, we are hereby asking you to help us request that Taubman Centers call the special meeting for the following purpose[s]:

1.to approve, on an advisory basis, that the Board amend Article III, Section 3.02 of the Bylaws to declassify the Board so that directors are elected on an annual basis;
2.to approve, on an advisory basis, that the Board take all necessary steps to obtain the consent of all directors with terms ending at the 2020 Annual Meeting of Shareholders (the “2020 Annual Meeting”) to shorten their term of office so that they stand for election at the 2018 Annual Meeting;
3.to approve, on an advisory basis, that the Board take all necessary steps to refresh the Board and replace three (3) incumbent directors with three (3) new directors by no later than the 2018 Annual Meeting; and
4.to transact such other business as may properly come before the special meeting (items (i) through (iv) are collectively referred to as the "Proposals").

For additional details on the Proposals, please see the section titled “Our Plans for the Special Meeting” in the Solicitation Statement below.

This Solicitation Statement and the accompanying WHITE request card are being furnished to holders of the Common Stock.

At this time, Land & Buildings is only soliciting your written request to call the special meeting. Land & Buildings is not currently seeking your proxy, consent, authorization or agent designation for approval of the Proposals or any other actions. In the event the special meeting is called, Land & Buildings will send you proxy materials relating to the Proposals to be voted upon at the special meeting.

Pursuant to the Company’s Bylaws, a special meeting shall be called by the Company at the request of a shareholder or shareholders holding record shares entitled to cast at least twenty-five percent (25%) of all the votes entitled to be cast by the holders of the Voting Stock (as defined below). According to the Company’s definitive proxy statement filed on Form DEFC 14A with the SEC on April 20, 2017, holders of record of shares of Common Stock, $0.01 par value per share (the “Common Stock”), and the Company’s Series B Non-Participating Convertible Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”) are entitled to vote at any meeting of the shareholders (Series B Preferred Stock together with the Common Stock, the “Voting Stock”). Land & Buildings intends to set August 4, 2017 as the goal for submission of such written requests.

According to the Company’s Quarterly Report filed on the Form 10-Q with the SEC on April 28, 2017, as of April 27, 2017, there were 60,693,184 shares of Common Stock outstanding. According to the Company’s 2017 definitive proxy statement, there are 24,954,059 shares of Series B Preferred Stock outstanding. According to the Company’s 2017 definitive proxy statement, holders of Series B Preferred Stock are entitled to vote on all matters together with holders of Common Stock on an as-converted basis. The Series B Preferred Stock is convertible into shares of Common Stock at a ratio of 14,000 shares of Series B Preferred Stock to one share of Common Stock. Accordingly, as of the Company’s most recent filings with the SEC, there are 85,647,243 shares of Voting Stock outstanding, consisting of 60,693,184 shares of Common Stock and 24,954,059 shares of Series B Preferred Stock.

As of June 12, 2017, L&B Capital is the direct beneficial owner of 251,700 shares of Common Stock, of Taubman Centers, 100 shares of which are held in record name. As of the date of this Solicitation Statement, Land & Buildings beneficially owns in the aggregate 920,447 shares of Common Stock, representing approximately 1.5% of the Company’s outstanding shares of Common Stock.

This Solicitation Statement and the accompanying WHITE request card are first being furnished to shareholders on or about June 30, 2017. Requests to call a special meeting should be delivered as promptly as possible, by mail (using the enclosed envelope), to Land & Buildings’ solicitation agent, D.F. King as set forth below.

AT THIS TIME, Land & Buildings IS ONLY SEEKING YOUR WRITTEN REQUEST TO CALL THE SPECIAL MEETING. IN THE EVENT THE SPECIAL MEETING IS CALLED, YOU WILL THEN BE ASKED TO VOTE ON THE PROPOSALS.

THIS SOLICITATION IS BEING MADE BY LAND & BUILDINGS, AND NOT ON BEHALF OF THE COMPANY OR THE BOARD. AT THIS TIME, WE ARE NOT CURRENTLY SEEKING YOUR PROXY, CONSENT, AUTHORIZATION OR AGENT DESIGNATION FOR APPROVAL OF THE PROPOSALS OR ANY OTHER ACTIONS. LAND & BUILDINGS IS ONLY SOLICITING YOUR WRITTEN CONSENT TO CALL THE SPECIAL MEETING. AFTER THE SPECIAL MEETING HAS BEEN CALLED, LAND & BUILDINGS WILL SEND YOU PROXY MATERIALS URGING YOU TO VOTE IN FAVOR OF THE PROPOSALS. YOUR WRITTEN REQUEST IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN. LAND & BUILDINGS URGES YOU TO SIGN, DATE AND RETURN THE ENCLOSED WHITE REQUEST CARD TO CALL A SPECIAL MEETING AS PROMPTLY AS POSSIBLE.

WE URGE YOU NOT TO SIGN ANY REVOCATION OF CONSENT CARD THAT MAY BE SENT TO YOU BY THE COMPANY. IF YOU HAVE DONE SO, YOU MAY REVOKE THAT REVOCATION OF CONSENT BY DELIVERING A LATER DATED WHITE REQUEST CARD TO LAND & BUILDINGS, IN CARE OF D.F. KING, WHICH IS ASSISTING US IN THIS SOLICITATION, AT ITS ADDRESS LISTED ON THE FOLLOWING PAGE, OR TO THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.

IMPORTANT

IF YOUR SHARES OF COMMON STOCK ARE REGISTERED IN YOUR OWN NAME, PLEASE SIGN, DATE AND MAIL THE ENCLOSED WHITE REQUEST CARD TO D.F. KING. IN THE POSTAGE-PAID ENVELOPE PROVIDED.

IF YOUR SHARES OF COMMON STOCK ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK NOMINEE OR OTHER INSTITUTION, ONLY IT CAN SIGN A WRITTEN REQUEST WITH RESPECT TO YOUR SHARES AND ONLY UPON RECEIPT OF SPECIFIC INSTRUCTIONS FROM YOU. ACCORDINGLY, YOU SHOULD CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND GIVE INSTRUCTIONS FOR A WRITTEN REQUEST TO BE SIGNED REPRESENTING YOUR SHARES OF COMMON STOCK. LAND & BUILDINGS URGES YOU TO CONFIRM IN WRITING YOUR INSTRUCTIONS TO THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND TO PROVIDE A COPY OF SUCH INSTRUCTIONS TO LAND & BUILDINGS IN CARE OF D.F. KING. TO THE ADDRESS BELOW, SO THAT LAND & BUILDINGS WILL BE AWARE OF ALL INSTRUCTIONS GIVEN AND CAN ATTEMPT TO ENSURE THAT SUCH INSTRUCTIONS ARE FOLLOWED.

IF YOU HAVE ANY QUESTIONS ABOUT EXECUTING OR DELIVERING YOUR WHITE REQUEST CARD OR REQUIRE ASSISTANCE, PLEASE CONTACT:

If you have any questions, require assistance in voting your WHITE request card,

or need additional copies of Land & Buildings’ proxy materials,

please contact D.F. King at the phone numbers listed below.

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Banks and Brokers Call Collect: (212) 269-5550

All Others Call Toll-Free: (800) 207-3159

Email: tco@dfking.com

WHILE CALLING THE SPECIAL MEETING AND APPROVING THE PROPOSALS CANNOT ENSURE THE PROPOSALS WILL BE ADOPTED, WE BELIEVE TAUBMAN CENTERS SHAREHOLDERS DESERVE BETTER GOVERNANCE PRACTICES THAT WILL SERVE TAUBMAN CENTERS AND BETTER PROTECT THE RIGHTS AND BEST INTERESTS OF ALL SHAREHOLDERS. LAND & BUILDINGS IS THEREFORE SEEKING YOUR SUPPORT TO CALL A SPECIAL MEETING TO APPROVE NON-BINDING PROPOSALS TO DECLASSIFY THE BOARD AND DEMAND PROMPT BOARD REFRESHMENT. ONLY AFTER THE SPECIAL MEETING IS CALLED WOULD THE COMPANY SHAREHOLDERS BE ASKED TO VOTE ON THE PROPOSALS.

THIS SOLICITATION IS BEING MADE BY LAND & BUILDINGS, AND NOT ON BEHALF OF THE COMPANY OR THE BOARD. AT THIS TIME, WE ARE NOT CURRENTLY SEEKING YOUR PROXY, CONSENT, AUTHORIZATION OR AGENT DESIGNATION FOR APPROVAL OF THE PROPOSALS OR ANY OTHER ACTIONS. WE ARE ONLY SOLICITING YOUR WRITTEN REQUEST TO CALL THE SPECIAL MEETING.

AFTER SPECIAL MEETING REQUESTS FROM SHARES OF VOTING STOCK REPRESENTING AT LEAST TWENTY-FIVE PERCENT (25%) OF THE OUTSTANDING SHARES HAVE BEEN DELIVERED TO AND PROPERLY RECEIVED BY THE COMPANY, WE WILL SEND YOU PROXY MATERIALS URGING YOU TO VOTE IN FAVOR OF THE PROPOSALS ONCE THE SPECIAL MEETING RECORD DATE AND MEETING DATE ARE SET.

We are seeking your support to request that the Company call a special meeting of shareholders, in accordance with the applicable provisions of the Charter, Bylaws and MBCA. If we are successful in our solicitation of written requests, and the special meeting of shareholders is called and held, Land & Buildings expects to present at the special meeting proposals to: (i) to approve, on an advisory basis, that the Board amend Article III, Section 3.02 of the Bylaws, and any other relevant provisions within the Company’s corporate governance documents, to declassify the Board so that directors are elected on an annual basis, (ii) to approve, on an advisory basis, that the Board take all necessary steps to obtain the consent of all directors with terms ending at the 2020 Annual Meeting to shorten their term of office to the 2018 Annual Meeting; and (iii) to approve, on an advisory basis, that the Board take all necessary steps to refresh the Board and replace three (3) incumbent directors with three (3) new directors by no later than the 2018 Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF SOLICITATION MATERIALS FOR THE SOLICITATION OF WRITTEN REQUESTS TO CALL A SPECIAL MEETING OF SHAREHOLDERS.

In addition to delivering printed versions of the Solicitation Statement and the WHITE special meeting request card to all shareholders by mail, the Solicitation Statement and the WHITE special meeting request form are also available on the Internet. You have the ability to access and print the Solicitation Statement and the WHITE special meeting request card at www.savetaubman.com.

BACKGROUND AND PAST CONTACTS

The following is a chronology of events leading up to this proxy solicitation:

·For 14 years, Land & Buildings’ Founder and Chief Investment Officer, Jonathan Litt, has analyzed and published investment opinions on the Company.
·For the past nine years, since Land & Buildings was formed, Mr. Litt has continued to analyze the investment opportunity at the Company and meet with members of its management team.
·On May 13, 2016, Mr. Litt e-mailed the Company’s Chairman, President and Chief Executive Officer, Robert S. Taubman (“Bobby Taubman”), to schedule a meeting to discuss the Company.
·Between June 2016 and September 2016 Land & Buildings and the Company held a series of meetings to discuss, among other things, Land & Buildings’ concerns with the Company’s stock price, operating underperformance (inferior net operating income margins and bloated general and administrative expense), poor capital allocation decisions (Asian and other projects as well as overall size of the development pipeline), egregious corporate governance practices, Land & Buildings’ belief that the Company’s stock price trades at a discount relative to its net asset value, the paths available to close the valuation discount and Land & Buildings desire to work collaboratively with the Company to address these concerns. During a meeting with management in August 2016, Mr. Litt offered to join the Board to reach a collaborative solution.
·By mid-September 2016, it had become clear to Land & Buildings that the Board was unwilling to reach a collaborative solution.
·On October 19, 2016, Land & Buildings issued a press release and an open letter to the independent members of the Board informing them that Land & Buildings had released an investor presentation titled, “Unlocking Trapped Value Rooted in Decades of Poor Stewardship,” highlighting what Land & Buildings believed to be the opportunities available to the Company and that Land & Buildings would be hosting a public conference call later that day to discuss the presentation. The investor presentation and public conference call highlighted Land & Buildings’ belief that the Company was substantially undervalued, and how, in Land & Buildings’ view, the substantial discount to the estimated net asset value of the Company could be unlocked by modernizing the Company’s corporate governance and improving its operations and capital allocation.
·On October 24, 2016, Land & Buildings issued a press release expressing its belief that the Company violated its Charter by reducing the size of the Board from nine directors to eight directors following William U. Parfet’s resignation on September 27, 2016. Land & Buildings explained in the press release that the Charter provides that the size of the Board will be fixed at nine directors so long as the holders of the Series B Preferred Stock continue to have the right to designate up to four nominees to the Board and that the Company’s public disclosure has made it clear that the holders of the Series B Preferred Stock continue to have such rights.
·On October 25, 2016, the day after Land & Buildings’ press release on the likely Charter violation, the Company filed a Form 8-K stating that it expects to add a new director to replace Mr. Parfet after shrinking the Board to eight members.
·On October 26, 2016, Land & Buildings issued a press release in response to the Company’s disclosure from the prior day that it was conducting a search for Mr. Parfet’s replacement. Land & Buildings also highlighted its view that it would be inappropriate for the Board to unilaterally appoint a new Board member without shareholder input and noted the various criteria that any new director nominee put forward by the Board should meet to reverse the course of value destruction at Taubman.
·On December 6, 2016, Land & Buildings delivered a private letter to the Audit Committee of the Board stating that it was deeply concerned with the apparent long-time dominance over the Company by the Taubman family (consisting of Mr. Bobby Taubman, Chief Operating Officer and director William "Billy" Taubman, Gayle Taubman Kalisman and the A. Alfred Taubman Restated Revocable Trust, the “Taubman Family”). In the letter, Land & Buildings urged the Audit Committee to retain its own advisors, separate and apart from the Company’s and the Taubman Family’s advisors, to investigate various issues, including, in Land & Buildings’ view, (i) an apparent Charter violation as a result of the Taubman Family’s ownership of shares in excess of the ownership limitations, (ii) the resulting potential REIT status qualification risk, (iii) the Taubman Family’s likely violation of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)...

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