Brad and Brent Handler want to investigate the company they founded.
In a filing submitted to the Securities and Exchange Commission on Wednesday, the two brothers demanded access to “certain books and records” of Inspirato, the luxury travel club they started in 2011.
The Handlers indicated they want to look into how publicly-traded Inspirato’s management and board of directors handled a since-scrapped deal to combine with digital marketing firm Buyerlink, which Inspirato Chairman and CEO Payam Zamani owns.
The move, which was announced at the end of June, fell apart weeks ago after fellow Denver travel company Exclusive Resorts submitted an offer to acquire Inspirato earlier this month. The Handlers, who also founded Exclusive Resorts in 2002 before leaving in 2009, are also alleging foul play in how Inspirato responded to the bid, which they supported.
The men are no longer involved in either company’s operations, although they each own close to 4% of Inspirato. They do not have any stake in Exclusive, which is owned by AOL co-founder Steve Case.
In the SEC filing, the brothers wrote that they are looking into “possible breaches of fiduciary duty, mismanagement, and other wrongdoing” in connection with Inspirato’s responses to Exclusive’s bids for the company, as well as statements made by Zamani in connection with the Buyerlink deal.
Both brothers declined to comment on the situation to BusinessDen. Zamani also declined to answer specific questions.
“Our focus remains on building long-term value for our shareholders, members, and employees,” Zamani said in a statement. “We are committed to transparency, good governance, and staying focused on execution, not distraction.”
Ann Lipton, a securities law and corporate governance professor at the University of Colorado Boulder, said the filing by the Handlers is likely intended to put pressure on Inspirato to take Exclusive’s offer.
“It’s a lot of noise…Now, it’s just about whether (Zamani is) willing to sell and he doesn’t have to sell,” she said, referencing the fact that Zamani owns about half of Inspirato.
Exclusive offered $3.50 per share for Inspirato last week, up from its original bid of $3.15 a share, although the company said in the offer that it was only good through Sept. 22. Exclusive did not respond to a request for comment from BusinessDen.
The Handlers were feuding with Inspirato even before the proposed Buyerlink deal. They sued the company last year for cutting off the men’s access to a perk allowing them free vacations for life. The suit is ongoing.