Corvex Management and Related Fund Management Declare Victory In Attempt To Oust The CommonWealth Directors.


We’ve covered the CommonWealth REIT saga with Corvex Management LP and Related Fund Management LLC, who are trying to oust the CommonWealth directors.

The funds, who together own about 9.6% of CommonWealth, announced that they delivered consents from holders of over 70% of the outstanding shares approving the proposal to remove the entire Board of Trustees of CommonWealth effective immediately.

The funds continued knee-to-groin by stating that:

  • Barry M. Portnoy, Adam D. Portnoy, Joseph L. Morea, William A. Lamkin, and Frederick N. Zeytoonjian are in their view no longer trustees and have no authority to act as such or in any way direct or bind the Company;
  • the funds will hold each former trustee personally accountable if “they attempt to illegitimately usurp corporate authority they do not have;”
  • third parties that do business with CommonWealth are on notice that the funds reserve the right to challenge any corporate action that may be taken by these former trustees as invalid; and
  • the funds demand that the officers of CommonWealth and RMR immediately take all actions necessary to promptly call and hold a special meeting of shareholders to elect new trustees, as mandated by CommonWealth’s charter.

Corvex and Related then compared notes and issued a joint quote:

“This is a tremendous victory for all CommonWealth shareholders and reflects overwhelming support for immediate change. We encourage the remaining officers and former trustees to stop their efforts to disregard the clear mandate from holders of over 70% of CommonWealth’s shares and put an end to the unrelenting waste of company resources to advance the Portnoys’ personal agenda. We stand ready to meet with the officers of CommonWealth to effectuate a quick and orderly transition of the board in a manner that enhances value for all CommonWealth shareholders. If the Portnoys insist on defying shareholders, we will continue to aggressively pursue our claims in arbitration and are confident we will prevail.”

The last stand of the CommonWealth directors, as portrayed by Robert Redford and Paul Newman in Butch Cassidy and the Sundance Kid.

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