• Maryland Trial Court Upholds Maryland’s Narrow Futility Demand Exception and Special Committee’s Approval of Acquisition of REIT’s External Manager
  • October 29, 2013
  • Law Firm: Venable LLP - Washington Office
  • In an opinion issued yesterday, Judge Althea Handy of the Maryland Business and Technology Case Management Program in the Circuit Court for Baltimore City dismissed, with prejudice, the Amended Complaint in a suit challenging the acquisition by Cole Real Estate Investments, Inc., a Maryland corporation (formerly known as Cole Credit Property Trust III, Inc.) (“CREI”), of its external manager, Cole Holdings Corporation, an Arizona corporation, for stock of CREI and $20 million in cash. The transaction was reviewed and approved by a Special Committee of the Board of Directors of CREI, composed of the three independent directors. The Special Committee also reviewed and rejected two subsequent acquisition proposals by American Realty Capital Properties, Inc., a Maryland corporation (“ARCP”). (ARCP and CREI yesterday announced an acquisition by ARCP of CREI.)