PHILADELPHIA, PA, June 11, 2013 - The law firm of Berger &
Montague, P.C. with co-counsel have filed a Class Action and
Derivative Complaint on behalf of the shareholders of Commonwealth
REIT (CWH) [Central Laborers' Pension Fund v. Portnoy, No.
24-c-13-1966 (Md. Cir. Ct.). ]
The Complaint alleges numerous violations by the Commonwealth
REIT Trustees of their fiduciary duties, including that the Trustee
Defendants: (a) refused to set a date for a consent solicitation by
investors who offered to buy CWH's common shares at a 58% premium
to the market price; (b) improperly amended the Company's bylaws to
insulate themselves from removal; (c) conducted a highly dilutive
offering that was devoid of any legitimate business purpose (d)
invoked the Company's debt provisions for the inequitable purpose
of undermining the CWH shareholders' interests in voting control;
(e) attempted to change Maryland law so that the incumbent director
could only be removed with cause; and (f) disseminated false and
misleading statements regarding CWH shareholders' right to remove
Trustees without cause.
The Trustee Defendants filed a petition to arbitrate all
shareholder claims. On June 10, 2013, Berger & Montague with
co-counsel filed Plaintiffs' opposition to arbitration that
includes affidavits from many of the most prominent securities and
corporate governance experts, who argue that granting Defendants'
petition might negatively affect capital markets by suggesting that
a Board could immunize itself from egregious corporate governance
A copy of the Second Amended Complaint (the current complaint)
can be found here.
For more information about this case, please contact:
Lawrence Deutsch, Esq.
BERGER & MONTAGUE, P.C.
1622 Locust Street
Philadelphia, PA 19103
Telephone: (215) 875-3062