CWH Urges 'No Action' on Board Ouster

NEWTON, MA-CommonWealth REIT on Friday urned shareholders to take “no action” following a report by Institutional Shareholder Services recommending that the locally based office REIT’s entire board be voted out. The proxy advisory firm’s report had been endorsed by Related Fund Management and Corvex Management, which own 9.9% of CWH’s stock between them and which have sought the board’s ouster since a takeover offer was rejected earlier this spring.

“The company strongly believes that it is not appropriate for ISS to issue any report or recommendation at this time, as no valid record date has been set and the Corvex/Related activities do not constitute a valid consent solicitation,” CWH’s board said in a statement Friday. “The validity of the Corvex/Related consent solicitation depends upon a court or an arbitration panel making a number of findings, including that certain of CommonWealth’s bylaws are invalid and that its Board members may be removed without cause. The company is also disappointed that ISS issued this report before it is appropriate to do so because it will likely cause confusion among CommonWealth shareholders.”