Weekly Real Estate News
Summary
Better board fight escalated with a new investigation. The allegations against Vishal Garg have not been established as fact and the consent contest remains unresolved.
The fight for control of Better Home & Finance has escalated again, with a special committee of the mortgage company’s board opening an investigation into allegations involving founder, former CEO and current director Vishal Garg.
The committee said Thursday that independent counsel for a former employee brought allegations that Garg sought to offer company interests or property to former employees who are shareholders in exchange for support in his effort to replace members of Better’s board.
The allegations have not been established as fact. The special committee has opened an investigation; it has not announced a finding that Garg breached his fiduciary duties.
Better disclosed the investigation in a company statement issued as Garg continues a written-consent solicitation seeking to remove five directors.
Two sides are fighting over both conduct and shareholder support
The dispute is occurring inside an active consent contest. Garg’s group says it has obtained consents representing more than 46% of Better’s voting power, according to materials filed in connection with the solicitation. That figure is preliminary and does not establish that the proposed board removals have taken effect.
Better’s special committee disputes Garg’s characterization of his support and is urging shareholders to revoke any green consent card submitted to the Garg group by signing the company’s white revocation card.
Garg, in turn, has accused Better of making misleading statements about the level of shareholder support for his proposals.
Those are competing claims by parties in a corporate-control fight, not independent findings by WRE News.
The new allegations concern company assets
Better’s committee alleges that Garg sought to exchange company interests or property for shareholder consents. The committee said that, if true, the conduct could raise fiduciary-duty issues because a director cannot use company assets or benefits as consideration for votes in a personal proxy or consent contest.
The company also alleges the conduct has affected its ability to maximize the value of certain assets and claims. Better has not publicly established that allegation through a completed investigation or court ruling.
The special committee said the allegations were brought to the company by independent counsel representing a former employee.
The consent fight has been running for weeks
Better filed a definitive consent revocation statement with the Securities and Exchange Commission on Aug. 28 opposing Garg’s solicitation. In a Sept. 18 SEC filing, the company said Garg had extended the deadline for his solicitation to Oct. 2 and had not demonstrated the level of support he previously claimed.
Garg’s latest materials dispute the company’s account and continue to seek removal of the five directors.
For shareholders, the important distinction is between solicitation claims and completed corporate action. The board has not been replaced merely because either side says it has or lacks sufficient support. The legal effect depends on valid consents and the applicable corporate procedures.
The new investigation adds another layer to a dispute already involving governance, leadership and the future direction of one of the mortgage industry’s most closely watched fintech companies.
What comes next is now twofold: Better’s committee must determine whether the new allegations are substantiated, while the consent solicitation continues toward its latest deadline.
