DALLAS, July 1, 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 (NYSE: TPL) (the
"Trust" or "TPL"), today announced that Murray Stahl, Chairman of Horizon Kinetics LLC,
sent a letter to David Barry and
John Norris highlighting the urgent
need for corporate governance reform at the Trust for the benefit
of all shareholders.
The full text of the letter is below.
July 1, 2019
Texas Pacific Land Trust
Messrs. John Norris and David Barry
1700 Pacific Avenue, Suite 2770
Dallas, TX 75201
Gentlemen,
I have reviewed your most interesting press release of
June 27, 2019. In this
document, you call attention to the possibility that a certain
large but nonetheless minority shareholder might gain control of
two trustee positions and thereby control the enterprise.
This investor would then be in a position to act in a manner
detrimental to the interest of the majority of the
shareholders. Of course, this is only possible because the
current corporate structure concentrates very substantial powers in
two lifetime trustees should these trustees undertake to act in
unison.
Accordingly, based upon the force and substance of your example,
one would think that you would be in favor of a transition to the
contemporary conception of corporate governance in which power is
diffused in a board composed of a multiplicity of members
representing a multiplicity of backgrounds and perspectives.
Term limits are an important part of such a governance structure as
it further diffuses power to the majority of shareholders.
Unfortunately, you have come to the conclusion that the best way
to prevent the concentration of power is to perpetuate the
governance rules that make possible such a concentration of
power. If it is right and proper that you should be fearful
of a potential concentration of power, then surely it must be right
and proper that I should be fearful of an actual concentration of
power.
A conventional, although by no means the only solution to the
problem of the unwanted sale of the company, would be to require a
supermajority of the shares to consent to any such
transaction. It is worthwhile observing that some months ago
you undertook asset and sale purchase transactions that were not
subject to the consent of any shareholders.
The basic principle of modern corporate governance is that
governance occurs with the consent of the governed. It is
principally for that reason that I have advocated change to the
current 19th century form of corporate governance.
Your press release and the examples you cite simply calls
attention with clarity to the range of abuses possible within the
current framework. It is for that reason that the other day I
called upon you to provide each shareholder with an updated
shareholder list to facilitate the formation of open discussion
groups among shareholders with a view of developing a consensus
regarding alternative governance structures.
Incidentally, I declined to join your exploratory committee
since I would have been required to sign a confidentiality
agreement regarding governance discussions. I wished to
retain the liberty of open discourse and I hope that the
shareholders who read this letter will find it to be a constructive
effort to promote discussion.
In any case, I look forward to reading your next shareholder
communication.
Cordially,
/s/ Murray Stahl
Murray Stahl
Chairman
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content:http://www.prnewswire.com/news-releases/investor-group-sends-letter-to-texas-pacific-land-trustees-highlighting-urgent-need-for-corporate-governance-reform-at-tpl-300878325.html
SOURCE SoftVest, L.P., Horizon Kinetics LLC and ART-FGT Family
Partners