In late October,GGP said it was replacing its CEO and president with two newhires, Adam Metz and Thomas Nolan Jr., respectively, who willserve in interim positions. Former CEO John Bucksbaum will continueto serve as chairman and former president Robert Michaels moved toCOO. In that announcement, the company admitted that an "affiliateof a Bucksbaum family trust" advanced unsecured loans to Michaelsand former director and CFO Bernard Freibaum, who is no longer withthe company. The $10 million loan to Michaels is paid, the companysays, but Freibaum still owes $80 million of the $90 million hereceived, said company officials in a statement.

In the filing, GGP is accused of fraud, insider trading, andfalse and misleading statements. "During the class period,defendants made false and misleading statements about GeneralGrowth's access to financing. Specifically, defendants representedthat General Growth would be able to refinance billions of dollarsin debt that was coming due in the fall of 2008 and spring of 2009.In fact, General Growth was finding it very difficult to line upfinancing on acceptable terms. Further, defendants failed todisclose that defendants Michaels and Freibaum had received loansfrom defendant Bucksbaum's family trust in violation of thecompany's Code of Business Conduct and Ethics," according to thefiling.

Officials with GGP, at the time of the management changeannouncement, said they believed no laws or SEC rules were brokenby the loans. However, the loans did violate company policy, thestatement said. Neither a GGP spokesman nor a spokesman for the lawfirm returned calls for comment. The mall REIT will hold itsnext conference call at 9 a.m. Wednesday.