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General Growth seeks to block lawsuit over Simon bid

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General Growth Properties Inc., a mall owner reorganizing in bankruptcy, asked a judge to block a shareholder lawsuit accusing its board of improperly rejecting a bid from Indianapolis-based Simon Property Group Inc.

General Growth’s bankruptcy gives it a legal shield against lawsuits such as the one brought in Cook County, Illinois, Feb. 19 by investor James Young, the company said in documents filed in Manhattan bankruptcy court yesterday. Young seeks a jury trial, alleging that seven members of General Growth’s board breached their duty to stockholders by rejecting Simon’s unsolicited $10 billion bid.

General Growth disputes the allegations and says Young and his attorneys are in contempt of the so-called automatic stay that shields bankrupt companies from lawsuits.

“The crux of the lawsuit is the completely false allegation that the defendant board members breached their fiduciary duties when they ‘rejected’ Simon’s overture ‘out of hand,’” lawyers for General Growth wrote.

General Growth, based in Chicago, also said that it hasn’t rejected any transaction. Instead, it said it seeks to keep control over its bankruptcy and allow other potential investors to take a stake in the company.

General Growth has said it has an offer to reorganize with a $2.63 billion infusion from Toronto-based Brookfield Asset Management Inc. That plan, which values shares at as much as $15 each under a transaction that involves issuing new stock and splitting the company in two, has the support of the largest shareholder, William Ackman’s Pershing Square Management LP.

Simon’s bid, which initially offered $9 a share in cash to shareholders, “would permit GGP a speedy exit from its bankruptcy process and would pay a substantial premium to the market price of GGP stock, which was trading as low as $0.36 in the year leading up the offer,” lawyers for Young wrote in the complaint.

Young said the board’s directors are “sitting behind a veritable fortress of entrenchment devices,” including a so-called poison pill, that prevent shareholders from selling their stock to Simon or other potential buyers.

“In short, defendants are holding the company and its public shareholders hostage for the improper purpose of entrenching themselves in power,” violating the law which says they owe a duty of loyalty, good faith and fair dealing to stockholders, lawyers for Young wrote.

Simon has also filed an objection in bankruptcy court to the company’s rejection of its bid. Simon said it was ignored by General Growth management and received no response to its $10 billion offer Feb. 8, leading it to make the offer public Feb. 16. General Growth’s creditors committee has said it supports that proposed deal.

General Growth wants Young and his lawyers held in contempt by the court. In addition, General Growth wants Young and the lawyers to reimburse the company’s attorneys’ fees spent in stopping the suit.

Young is represented in the Illinois suit by Coughlin Stoia Geller Rudman & Robbins LLP and Johnson Bottini LLP.

His lawyers, Leigh Lasky and Randall Baron, didn’t immediately return calls for comment.

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  1. The Fringe! Plus, the simple fact that there are so many local faves in such close proximity to each other.

  2. I remenber, watching the toll road, being built, through South Bend, when I was 10 years old. I believe, back then that it was estimated, that the toll road, would be paid for in 20 years and then it would be free. I am now 71, what happened? Since the power is in the people, by that, I mean that, we the people are in total control of everything. I, suggest that no one ever use the toll road again, let it go broke. We the people can control the price of everything, from groceries to gas, if we would just do it. If we don't pay the asking price, the sellers will lower the price and if we wait awhile, they will lower the price to what we accept as reasonable. I would like to know why a highway like interstate 94, is so well maintained, a much better highway, than the toll road, but has no tolls. I would also like to know why, a sitting governor, with a term limit, maximum of eight years, can lease, public property, for 75 years. Even though I have transponders in both of my trucks and will not be affected by the increase, I have been and will contine to avoid using the toll road. I make many trips from northern Indiana to Chicago, every year, and I prefer the better highway, I94!

  3. Coming from her background,she should be used to those kinds of advances! Menard probably figured it was ok to tuck a buck!

  4. I'm still waiting for the list of available, high quality apartments in the Village.

  5. This criminal masquerading as a lawyer obviously has serious issues. He’s been proven by his own testimony to be a pathological liar and probably has a personality disorder as he seems to be constructing a reality around himself. He places no value on truth, honesty or loyalty as evidenced by what he has done to his clients and his own family. And by the demands and lies he has made in court, it is evident he feels entitled to do and say whatever suits his purpose and everyone else is expected to nod obediently and believe him because he is, after all, Bill Super Lawyer; or BS lawyer for short. This millionaire wanna-be no longer owns anything of value; he squandered it and put everything he had into foreclosure. He has no money, house, car, boat or vacation home left to show for what he earned or what he stole. He’s just another loser without morals who will be doing time. I’m certain all of his courtroom shenanigans are antagonizing his poor victims. As Lamar said, his behavior and claims in court have been outrageous. The judge needs to be more than concerned; he needs to be judicial and end this nonsense.

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