Corvex And Related Amend Complaint In Maryland State Court Seeking A Declaration That Various Bylaw Amendments Adopted By The Board Of Trustees Of Commonwealth REIT (CWH) Are Null And Void
NEW YORK, March 15, 2013 /PRNewswire/ -- Corvex Management LP ("Corvex") and Related Fund Management, LLC ("Related") announced that in order to facilitate their previously announced solicitation of written consents from the shareholders of Commonwealth REIT ("CWH") to remove the entire board of trustees, they are today amending their complaint pending in Maryland State Court against CWH, its board of trustees, including Barry M. Portnoy, Adam D. Portnoy, Joseph L. Morea, William A. Lamkin and Frederick N. Zeytoonjian, and its external manager, Reit Management & Research LLC.
Pursuant to the amended complaint, Corvex and Related are seeking that the Court declare null and void various bylaw amendments that the board of trustees has implemented to attempt to restrict shareholders' ability to act by written consent. Corvex and Related strongly believe such bylaw provisions implemented by the board of trustees are in clear contravention of CWH's charter, which expressly grants all shareholders the right to act by written consent. Corvex and Related are also filing in Maryland State Court a motion for partial summary judgment on this matter.
Keith Meister of Corvex and Jeff T. Blau of Related issued the following statement:
"We believe shareholders will have the opportunity in the near term to exercise their right to vote on the removal of the entire CWH board of trustees. We are confident that there is a clear and timely path forward. We and our legal team believe the board's attempted 'clarification', and other bylaw amendments intended to delay shareholders' ability to act by written consent, are inconsistent with CWH's own charter and thus null and void as a matter of law."
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