Taubman Centers, Inc. TCO
Taubman's persistent peer underperformance stems from a family-entrenched board and dual-class structure; electing Litt and collapsing Series B shares unlocks value common shareholders have been denied.
Thesis
Land & Buildings rebuts Taubman's May 2018 investor presentation, arguing that a polished defense cannot mask 1-, 3-, and 5-year total-shareholder-return underperformance of 20%, 24%, and 56% versus Class A Mall Peers (SPG, MAC, GGP). The core problem is governance: the Taubman Family's 29% Series B voting stake entrenches Bobby and Billy Taubman, while only 3 of 83 U.S. REITs retain a dual-class structure. Capital allocation is undisciplined — the failed Chesterfield outlet, the $500mm Beverly Center redevelopment at a low yield, and debt-to-EBITDA above the targeted range. Q1'18 EBITDA margins declined 230 bps while peers rose 60 bps, and 2018 FFO/share consensus has fallen 12% since early 2017. Litt's election and elimination of the dual-class structure would realign the board with common shareholders.
SCQA
Taubman Centers (TCO) is a Class A U.S. regional-mall REIT controlled by the Taubman Family through a Series B dual-class voting structure, operating alongside peers SPG, MAC, and GGP.
TCO has persistently underperformed peers on TSR, NOI growth, and EBITDA margins; the family's voting lock and a complicit board have blocked real governance, capital-allocation, and operating reforms despite a 2017 shareholder vote backing L&B's nominees.
Elect Jonathan Litt to the board at the special meeting, eliminate the dual-class Series B voting structure, form a capital-allocation committee, and appoint truly independent directors without Taubman-Family ties.
Closes the 22% TSR gap versus Class A Mall Peers since the 2017 Annual Meeting, reverses the 12% FFO/share consensus decline since 2017, and restores alignment with common shareholders.
The three reasons
- 1
Taubman has underperformed Class A Mall Peers by 20%/24%/56% over 1-/3-/5-year periods
- 2
Dual-class voting structure disenfranchises common shareholders and helps the family avoid taxes
- 3
Q1'18 EBITDA margins fell 230 bps while peers rose 60 bps — capital allocation is undisciplined
Primary demands
- Eliminate the dual-class voting share structure (Series B shares held by Taubman Family)
- Elect Jonathan Litt to the Taubman Centers board
- Form a capital allocation committee to review projects and drive shareholder value
- Add truly independent directors without ties to the Taubman Family
- Address underperformance vs. Class A Mall Peers in operating metrics and TSR
KPIs cited
Pattern membership
Where this document fits across the library's 12 rhetorical / structural patterns.
Precedents cited
- Forest City Realty Trust 2017 dual-class collapse (approved by 98% of shareholders)
- Simon Property Group's 2003 unsolicited tender offer for TCO (spurned by the family)
- 2017 TCO Annual Meeting where common shareholders backed L&B nominees
Notable slides (5)
Notes
DFAN14A proxy-fight filing filed ~May 10, 2018 ahead of a Special Meeting. Distinctive rhetorical pattern: L&B reproduces Taubman's own management slides as embedded images and overlays red callout boxes, arrows, 'FALSE' watermarks, and red X marks — an annotate-the-opponent's-deck rebuttal structure rather than a standalone thesis build. Sister 'SaveTaubman.com' microsite branding visible on every page. Named villains: Bobby and Billy Taubman; board also faulted. Stake percentage not disclosed in this document.