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News Breaks | | | | March 4, 2013 | | 06:06 EDT |  | CWH | Corvex, Related file lawsuit against CommonWealth REIT
Corvex Management, LP and Related Fund Management, LLC, announced today that on March 1, they filed a Complaint in the United States District Court of Massachusetts naming CommonWealth REIT, Barry M. Portnoy, Adam D. Portnoy, Joseph L. Morea, William A. Lamkin and Frederick N. Zeytoonjian. The complaint asks the Court to declare the Defendants in violation of anti fraud provisions of the Securities Exchange Act of 1934 and to enjoin the closing of CommonWealth's equity offering. Corvex and Related are also seeking that the Court grant a temporary restraining order to prevent completion of the equity offering. Corvex Management, LP and Related Fund Management, LLC, through separately managed investment funds collectively own approximately 9.8% of the outstanding common shares of CommonWealth REIT. The Complaint alleges, among other things, that CommonWealth's trustees violated Section 10(b) of the Exchange Act and SEC Rule 10b-5 by disseminating or approving materially false and misleading statements and by employing devices, schemes, and artifices to defraud CWH shareholders. The complaint notes that the equity offering was pursued by the company to defeat efforts by existing shareholders to effect change in the company by massively diluting the existing shareholders and by placing large blocks of stock at a deep discount to market value as directed by management in what we firmly believe is an attempt to buy votes and further entrench management. Separately, Keith Meister of Corvex Management, LP and Jeff T. Blau of Related Fund Management, LLC issued the following statement in response to CWH's bylaw amendment that seeks to impose a higher threshold to commence a written consent solicitation: "We and our legal team are highly confident that CWH's declaration of trust provides a clear path for the removal by written consent of the existing Board with the support of two-thirds of the outstanding shares. No effort by the Board to entrench themselves by means of an amendment of CWH's bylaws changes this fact. These actions, however, are not unexpected based on the Board's track record of value destruction. Indeed, we specifically filed a Complaint in Maryland last week, which is still pending, that asks the Court to enjoin the very type of actions that the Board is now undertaking. Further, in our view these bylaw amendments are an act of desperation and an indication that CWH's board is truly terrified at the prospects of facing its shareholders." | |
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News For CWH From The Last 14 Days Check below for free stories on CWH the last two weeks. |
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| May 15, 2013 | | 12:59 EDT | | CWH | Corvex, Related comment on result of CommonWealth annual meeting
 Subscribe for More Information | | | 09:04 EDT | | CWH | CommonWealth says Morea failed re-election as trustee, accepts appointment
CommonWealth REIT announced the results of its annual meeting, held yesterday. Joseph Morea received less than the majority of shares required to be re-elected as an Independent Trustee. As a result, Morea resigned from the Board. "The Board determined that the insufficient vote for Mr. Morea appeared not to be directed at any personal failings of Mr. Morea, but rather to be the result of the positions taken by the Board to oppose the hostile takeover efforts being pursued by Corvex Management LP and Related Fund Management, LLC. In these circumstances, and because the Board’s determination that Mr. Morea’s continued service and leadership would be in the Trust’s best interest, the Board requested that Mr. Morea accept appointment to the vacancy created by his resignation," the company said. Morea subsequently accepted appointment as an Independent Trustee. Shareholders also approved, with 75% of all shares voted, a nonbinding, advisory proposal approving the compensation paid to CWH’s named executive officers and approved, with 81% of all shares voted, the ratification of the appointment of Ernst & Young LLP as CWH’s independent registered public accounting firm. | |
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