The next generation now oversees OTK, with Michael Olshan and Robert Taubman as managing principals.

WSJ: The Fight for Hip Hotel Firm

Morgans's announcement of the recapitalization deal with Yucaipa came roughly two weeks after OTK went public with its concerns.

WSJ: The Fight for Hip Hotel Firm

Mr. Kalisman and OTK reacted to the Yucaipa deal by immediately filing a derivative lawsuit pending in Delaware Chancery Court that seeks to block the deal.

WSJ: The Fight for Hip Hotel Firm

OTK's origins go back four decades, when Mr. Olshan's father, Mort Olshan, and Taubman family patriarch, A. Alfred Taubman, built the Fair Oaks Mall in Fairfax, Va.

WSJ: The Fight for Hip Hotel Firm

Its nominees include OTK principals and a few hotel-industry experts.

WSJ: The Fight for Hip Hotel Firm

Robert Taubman says OTK isn't an activist investor.

WSJ: The Fight for Hip Hotel Firm

However, a Morgans spokesman said the Yucaipa deal was in the works for months, and OTK knew about it because an OTK principal, Jason Taubman Kalisman, is on Morgans's board and sat on the board committee evaluating the Yucaipa deal and other alternatives.

WSJ: The Fight for Hip Hotel Firm

An OTK spokesman said the firm's principals had become frustrated in recent years with Morgans's failings, which included forfeiting two hotels to lenders during the real-estate bust, losing management contracts, incurring annual net losses since 2004 and a drop from the stock's 2008 levels.

WSJ: The Fight for Hip Hotel Firm