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April 9, 2013 /PRNewswire/ -- Corvex Management LP ("Corvex") and Related Fund Management, LLC ("Related") today commented on the Portnoys' latest failed efforts to disenfranchise CommonWealth REIT's (NYSE: CWH) shareholders by attempting to deny them of their fundamental right to choose company directors – a right which has been available under CWH's charter since CWH's initial public offering in 1986. Corvex and Related are pleased that the request by the Board of CWH to approve an 11th hour amendment to House Bill 882 which would prevent CWH shareholders -- and shareholders of all
Maryland-based public companies -- from enforcing their rights to remove board members by shareholder vote will not be advanced.
Keith Meister of Corvex and
Jeff T. Blau of Related issued the following statement: "This clandestine action is the latest in a series of underhanded tactics the Portnoy family has employed in an effort to undermine shareholder rights. Under the cover of darkness, the Portnoys have sought to manipulate the legislative process to thwart shareholder democracy and impact thousands of shareholders -- including many across the state of
Maryland -- solely in an effort to protect their personal interests and continue using CWH as their own piggy bank. Moreover, by secretly undertaking this effort before the
Maryland Senate, we believe the Portnoys have violated their obligations to disclose material information to shareholders. We look forward to proceeding with the Consent Solicitation and working to restore value to all shareholders."
Corvex and Related filed a preliminary consent solicitation statement with the U.S. Securities and Exchange Commission on
March 26, 2013 for shareholders to act by written consent to effect the removal of the entire board of trustees of CWH. CWH's charter expressly permits holders of two-thirds of the outstanding shares to remove trustees without cause by written consent.
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