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
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
"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."
Additional Information Regarding the Consent Solicitation
In connection with their solicitation of written consents, Corvex Management
LP and Related Fund Management, LLC have filed a preliminary written consent
solicitation statement with the Securities and Exchange Commission (the "SEC")
to solicit written consents from shareholders of the Company. Investors and
security holders are urged to read the preliminary written consent
solicitation statement in its entirety, and the definitive written consent
solicitation statement and other relevant documents when they become
available, because they will contain important information regarding the
consent solicitation. The preliminary and definitive written consent
solicitation statement and all other relevant documents will be available,
free of charge, on the SEC's website at www.sec.gov.
The following persons are participants in connection with the written consent
solicitation of the Company's shareholders: Corvex Management LP, Keith
Meister, Related Fund Management, LLC, Related Real Estate Recovery Fund GP-A,
LLC, Related Real Estate Recovery Fund GP, LP, Related Real Estate Recovery
Fund, LP, RRERF Acquisition, LLC, Jeff T. Blau and Richard O'Toole.
Information regarding the participants in the consent solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, to the extent applicable, is available in the preliminary written
consent solicitation statement filed with the SEC on March 13, 2013.
About Corvex Management LP
Corvex Management LP is an investment firm headquartered in New York, New York
that engages in value‐based investing across the capital structure in
situations with identifiable catalysts. Corvex was founded in March 2011 and
follows an opportunistic approach to investing with a specific focus on equity
investments, special situations and distressed securities largely in North
About Related Fund Management, LLC
Related Fund Management, LLC is an affiliate of Related Companies, one of the
most prominent privately-owned real estate firms in the United States. Formed
40 years ago, Related is a fully-integrated, highly diversified industry
leader with experience in virtually every aspect of development, acquisitions,
management, finance, marketing and sales. Related's existing portfolio of real
estate assets, valued at over $15 billion, is made up of best-in-class
mixed-use, residential, retail, office and affordable properties. For more
information about Related Companies please visit www.related.com.
SOURCE Related Fund Management, LLC
Contact: Joanna Rose of Related Fund Management, LLC, +1-212-801-3902,
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