This Day On The Street
Continue to site right-arrow
ADVERTISEMENT
This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here
TheStreet Open House

CommonWealth REIT Comments On Arbitration Panel Rulings

Stocks in this article: CWH

CommonWealth REIT (NYSE: CWH) today announced that the Arbitration Panel considering various motions by Corvex Management LP ("Corvex") and Related Fund Management, LLC ("Related" and together with Corvex, "Corvex/Related") has issued an order on motions by Corvex/Related to remove CWH's trustees without cause. The motions by Corvex/Related raised several legal issues which were addressed by the order, as follows:

Corvex/Related sought an order that its purported consent solicitation was proper and that CWH should convene a special meeting of shareholders to elect new trustees. The Arbitration Panel denied these motions and set an evidentiary hearing for further consideration of all matters in the disputes between Corvex/Related and CWH to begin on October 7, 2013.

CWH's bylaws provide that the combination of shareholders who may request a record date for a consent solicitation to remove trustees must have held at least three percent (3%) of CWH's common shares for at least three years. Corvex/Related first acquired shares of CWH in January 2013 and requested a record date for a consent solicitation in April 2013. The Arbitration Panel held that "some holding period and some minimum threshold ownership level singularly or in combination can be set in the bylaws as a condition to a shareholder or shareholders obtaining a record date for a consent solicitation . . . [and] that there is no evidence that the Trustees of [CWH] were not acting in good faith in adopting the 3+3 bylaws." Nonetheless, the Arbitration Panel found that "the Trustees may not adopt either a minimum ownership threshold or a minimum holding period . . . [which are] unreasonably difficult to achieve . . . [and] that the 3+3 bylaws exceed this standard." Accordingly, the Arbitration Panel found that the CWH previous bylaws which required a $2,000 stock ownership threshold for a period of at least one year remain in effect "pending further order of the Panel or valid action of CWH."

1 of 3

Check Out Our Best Services for Investors

Action Alerts PLUS

Jim Cramer and Stephanie Link reveal their investment tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
Quant Ratings

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
Stocks Under $10

Jim Cramer's protégé, David Peltier, uncovers low dollar stocks with extraordinary upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
Try it NOW
Try it NOW
Try it NOW

Check Out Our Best Services for Investors

Dividend Stock Advisor

Jim Cramer's protégé, David Peltier, identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Updates with exact steps to take - BUY, HOLD, SELL
Trifecta Stocks

Every recommendation goes through 3 layers of intense scrutiny—quantitative, fundamental and technical analysis—to maximize profit potential and minimize risk.

Product Features:
  • Model Portfolio
  • Intra Day Trade alerts
  • Access to Quant Ratings
Options Profits

Our options trading pros provide over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.

Product Features:
  • Actionable options commentary and news
  • Real-time trading community
Try it NOW
Try it NOW
Try it NOW
To begin commenting right away, you can log in below using your Disqus, Facebook, Twitter, OpenID or Yahoo login credentials. Alternatively, you can post a comment as a "guest" just by entering an email address. Your use of the commenting tool is subject to multiple terms of service/use and privacy policies - see here for more details.
Submit an article to us!

Markets

DOW 17,216.61 +25.24 0.15%
S&P 500 1,994.53 -7.63 -0.38%
NASDAQ 4,617.9220 -20.0720 -0.43%

Partners Compare Online Brokers

Free Reports

Free Newsletters from TheStreet

My Subscriptions:

After the Bell

Before the Bell

Booyah! Newsletter

Midday Bell

TheStreet Top 10 Stories

Winners & Losers

Register for Newsletters
Top Rated Stocks Top Rated Funds Top Rated ETFs