United States securities and exchange commission logo
July 8, 2022
Ryan Nebel
Partner
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019
Re: Rocky Mountain
Chocolate Factory, Inc.
Preliminary Proxy
Statement filed by AB Value Partners LP et al.
Filed July 1, 2022
File No. 001-36865
Dear Mr. Nebel:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Proxy Statement
Background to Solicitation, page 5
1. Each statement or
assertion of opinion or belief must be clearly characterized as such, and
a reasonable factual
basis must exist for each such opinion or belief. Support for opinions
or beliefs should be
self-evident, disclosed in the proxy statement or provided to the staff
on a supplemental
basis. Provide support for the following statements:
that the
company's setting of the annual meeting date was done "...seemingly in an
attempt to
circumvent the new universal proxy rules..."
that "...Chair
Geygan...has since taken control of the Board" (page 11) and similar
disclosure relating
to Mr. Geygan's influence over the board and company.
your belief
"...that [Mr. Geygan] has chosen to attempt to take effective control of the
Company through his
position as Chair without any process or paying any premium."
(page 11)
Ryan Nebel
Olshan Frome Wolosky LLP
July 8, 2022
Page 2
Reasons for the Solicitation, page 11
2. You must avoid issuing statements that directly or indirectly impugn
the character,
integrity or personal reputation or make charges of illegal, improper
or immoral conduct
without factual foundation. Please provide a factual foundation for
the disclosure
included below. In this regard, note that the factual foundation for
such assertion must be
reasonable. Refer to Rule 14a-9.
various references to the board being conflicted.
that Mr. Geygan's apparent control of the board "...has led to
.... a concerning level of
attrition among highly-qualified women in the boardroom" and that
the board or
company are under the "...seemingly outsized influence and power
of Mr. Geygan"
and similar statements.
that "Chair Geygan Has Fostered Exceedingly Poor Corporate
Governance."
that "the Board has filled the Company s executive team and
outside advisers to be
filled with Mr. Geygan s allies."
that "Mr. Sarlls has repeatedly ... childishly ignored" you.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Daniel Duchovny at 202-551-3619.
FirstName LastNameRyan Nebel Sincerely,
Comapany NameOlshan Frome Wolosky LLP
Division of
Corporation Finance
July 8, 2022 Page 2 Office of
Mergers & Acquisitions
FirstName LastName