Golden Tea Management Advice In re Golden Temple of Oregon LitigationCase No. 0909-13281 and 1010-14518Multnomah County Circuit Court We defended GTM, the manager and majority owner of Golden Temple of Oregon, LLC (GTO), the leading tea manufacturer in the natural foods sector, against multiple challenges to the 2007 transaction that gave GTM control of GTO. GTM gained control of GTO in a 2007 recapitalization in which GTO's parent company, KIIT Co., Inc., and its parent, Unto Infinity, LLC (UI), a nonprofit company, exchanged 90% of their equity interests for a preferred return of capital based on the appraised equity value of the company of approximately $34M. UI was responsible for distributing funds to a family of nonprofits inspired by Yogi Bhajan, a Sikh spiritual leader who founded a religious community in the U.S. and Europe. Among those nonprofits was Sikh Dharma International, Inc. (SDI), a nonprofit religious corporation. A group of SDI ministers sought to unwind the 2007 transaction, alleging that GTO was an asset to be held in trust for the benefit of SDI, and that UI did not obtain sufficient value for GTO in the 2007 transaction. Later, the State of Oregon filed its own action challenging the transaction pursuant to its authority to oversee nonprofits. The two lawsuits were consolidated and tried to the Court in Multnomah County. We represented GTM and its individual members, against whom plaintiffs asserted claims for unjust enrichment. We also represented a GTM manager in defending breach of fiduciary duty claims asserted against him. |