| Small & micro cap project / Activism insight

Courtroom drama: Maryland Court room transcript


by | Dec 11, 2019

Long story short:

(a) In December 2018, Stilwell Activist Investment delivered a request to examine the financial records of the company. Since the company did not deliver the financial records, Stilwell Activist Investments filed a lawsuit compelling the company to make available for inspection certain financial records, pursuant to Maryland General Corporation Law.

(b) In April 2019, the company filed a motion with the Court seeking dismissal of the complaint.

(c) Stilwell Activist Investments opposed the motion, and on October 31, 2019, the Court held a hearing on the motion and denied the company’s motion to dismiss the complaint.

What is interesting?

(1) In November 2019, the Stilwell Group attached the transcript of the courtroom hearing in the SEC filing.

If you want to read the “real time” courtroom debate, click the below link.


(2) Wonderful argument – Argument to “deny” the motion.

Joel I. Sher, attorney for Stilwell Activist Investments, made an argument as to why it was important to deny the complaint.

85 percent of real estate investment trusts are incorporated in Maryland.  Maryland is to REITs what Delaware is to corporations.  I think Your Honor’s ruling is going to have a wider impact than just this case. It could go up on appeal.  I think you need a record.  And I think at this point in time, Your Honor, in light of that, I don’t see how you can do anything other than – with all due respect, never tell a judge what to do – but I don’t see how you can do anything other than just deny the motion.

Note: Joel I. Sher is the chairman of the law firm, Shapiro Sher. He heads the firm’s financial restructuring and bankruptcy practice. He is featured on The Best Lawyers in America list.


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