The repeal and changes were made in response to both the American Spectrum Realty's $99.5-million offer, which was dismissed by HCP REIT as "unrealistic," and an attempt by former REIT chairman Allen R. Hartman to remove four current board members through proxy. The repeals and response are the latest salvos in the contentious relationship between the two parties. Last fall, the REIT split from Hartman Management LP, forcing Hartman's resignation from the board. Since then, both sides have filed lawsuits ranging from breach of contract to payments of termination fees. The lawsuits are still pending.

According to James Mastandrea, HCP REIT's chairman of the board and interim CEO, the bylaw changes were put into place to protect shareholders from potential buyers like American Spectrum. "Certain provisions there give the board greater control, but none of these are unusual," Mastandrea tells GlobeSt.com. He also says that Hartman's attempts to remove board members by proxy simply won't work. "I'm not recognizing any proxy nor is our board," he says. "He needs to go through the proper channels."

Hartman, however, believes the change in bylaws is doing nothing more than disenfranchising shareholders and putting them in an opposing position. "The latest thing about changing the bylaws is outrageous," Hartman says. "The shareholders were always with us. Now, they'll be more on our side."