Honigman Successfully Represents Taubman Centers, Inc., in Activist and Securities Challenge

Honigman Miller Schwartz and Cohn LLP successfully defended Taubman Centers, Inc. against a shareholder activism and securities suit filed by activist investor Land & Buildings Investment Management, LLC, in the United States District Court for the Eastern District of Michigan and appealed to the United States Court of Appeals for the Sixth Circuit.

The court of appeals unanimously affirmed the judgment of the district court dismissing with prejudice all claims made against Taubman Centers, a publicly traded real estate investment trust that owns, manages, and leases 26 regional, super-regional, and outlet shopping centers in the U.S. and Asia.

The Honigman team, led by Joseph Aviv and Bruce L. Segal, defeated Land & Buildings’ effort to eliminate the voting power of Taubman Centers’ founding family by claiming that the company’s articles of incorporation obligated the company to revoke the preferred stock that the family owned. The articles set a limit on the value of the stock that each shareholder may own, and the activist claimed that the family’s preferred stock exceeded that value, arguing that the stock’s value should be based on its voting power. The court of appeals ruled against the activist, holding that the value of the preferred stock was the value provided in the articles of incorporation, irrespective of the stock’s voting power.

“We are delighted that our client once again prevailed in an action meant to overturn its voting structure,” said lead attorney Joseph Aviv. “This is a great win for Taubman Centers because it will continue to control its own destiny in the best interests of all of its shareholders.”

Aviv advises his clients in a variety of complex litigation matters dealing with takeover defense, shareholder activism, corporate governance, securities law, and class actions. Segal counsels publicly and privately owned businesses and individuals in complex business litigation, class actions, and real estate and trust and estate disputes.