According to the Complaint, GGP is an S&P 500 company focused exclusively on owning, managing, leasing and redeveloping high quality retail properties throughout the United States.

On March 26, 2018, GGP and Brookfield Property Partners, L.P. ("Brookfield") announced a plan of merger in which Brookfield will acquire all of the outstanding shares of GGP common stock, in compensation for which, GGP stockholders will be entitled to elect to receive, either $23.50 in cash or one Brookfield unit or one share of a new Brookfield U.S. REIT security, subject to proration.

On May 2, 2018, Brookfield filed a registration statement on Form S-4/F-4 (the “S-4”) with the Securities and Exchange Commission (the “SEC”) in support of the Proposed Transaction. The Complaint alleges that the S-4 is wholly insufficient and provides either materially misleading and or insufficient information for GGP stockholders to properly analyze whether to vote in favor of the Proposed Transaction, and is therefore a continuation of the Board’s breaches of fiduciary duty aided and abetted by Brookfield and Goldfinch Merger Sub Corp.