DALLAS, Dec. 19, 2016 /PRNewswire/ -- Ashford Hospitality Prime, Inc. (NYSE: AHP) (the "Company" or "Ashford Prime") announced today that the United States Court of Appeals for the Fifth Circuit has rejected Sessa Capital ("Sessa")'s appeal of a federal district court's decision prohibiting Sessa from soliciting proxies and finding that the board had reasonably concluded that Sessa had failed to comply with the Company's bylaws requiring compliance with applicable securities laws.
The trial court previously found that the Company had demonstrated a substantial likelihood of success for its claims that Sessa and its nominees violated the Company's bylaws by failing to disclose their plans and proposals for the Company and its assets. The trial court accordingly declared that Sessa's slate of candidates was invalid and ineligible to stand for election to the board and prohibited Sessa from nominating candidates and soliciting proxies on their behalf.
The Fifth Circuit has now rejected Sessa's appeal of the trial court's order. The appeals court criticized Sessa's "tactical litigation decision" to seek remedies on appeal that Sessa had affirmatively declined to pursue in the trial court. A copy of the Fifth Circuit's decision can be found here: http://www.ca5.uscourts.gov/opinions/unpub/16/16-10671.0.pdf.
Ashford Prime is represented by Cadwalader, Wickersham & Taft LLP.
Ashford Prime is a real estate investment trust (REIT) focused on investing in luxury hotels located in resort and gateway markets.
Ashford has created an Ashford App for the hospitality REIT investor community. The Ashford App is available for free download at Apple's App Store and the Google Play Store by searching "Ashford."
Certain statements and assumptions in this press release contain or are based upon "forward-looking" information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties. When we use the words "will likely result," "may," "anticipate," "estimate," "should," "expect," "believe," "intend," or similar expressions, we intend to identify forward-looking statements. Such statements are subject to numerous assumptions and uncertainties, many of which are outside Ashford Prime's control.
These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation: general volatility of the capital markets and the market price of our common stock; changes in our business or investment strategy; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the market in which we operate, interest rates or the general economy; and the degree and nature of our competition. These and other risk factors are more fully discussed in Ashford Prime's filings with the Securities and Exchange Commission.
The forward-looking statements included in this press release are only made as of the date of this press release. Investors should not place undue reliance on these forward-looking statements. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise.
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SOURCE Ashford Hospitality Prime, Inc.