Piedmont Office Realty Trust Inc. Securities Litigation
Practice:
Securities Fraud & Shareholder Litigation
Phase:
Current Piedmont Office Realty Trust, Inc. (formerly known as Wells Real Estate Investment Trust, Inc.)
Chimicles & Tikellis LLP filed two class action lawsuits on behalf of shareholders of Wells Real Estate Investment Trust, Inc., now known as Piedmont Office Realty Trust:
Please visit both web pages on Chimicles & Tikellis LLP’s website to get complete information about the status of each pending lawsuit. |
Washtenaw County ERS v. Piedmont Office Realty Trust, Inc.
Complaints:
- Second Amended Complaint
- Amended Complaint filed on May 19, 2008
- Complaint filed on October 25, 2007
Press Releases:
Other:
Chimicles & Tikellis serves as Class Counsel in this certified class action brought in 2007 in the United States District Court for the Northern District of Georgia (Case 1:07-cv-02660-CAP), alleging violations of the federal securities laws by nominal defendant Piedmont Office Realty Trust (f/k/a Wells Real Estate Investment Trust, Inc. ("Wells REIT") ("Piedmont" or "Company") and its directors W. Wayne Woody, Michael R. Buchanan, Wesley E. Cantrell, William H. Keogler, Jr., Donald S. Moss and Donald A. Miller (collectively the "Individual Defendants"), relating to false and misleading statements in Tender Offer materials filed with the SEC and disseminated to shareholders in connection with a Tender Offer made by Lex-Win Acquisition LLC (“Lex-Win”) and May and June 2007 and relating to Proxy materials filed with the SEC and disseminated to shareholders in October 2007, seeking shareholder approval to extend Piedmont’s charter-mandated liquidity deadline from January 30, 2008 for up to three years at the Board of Director’s discretion.
On March 10, 2010, Judge Pannell of the Northern District of Georgia entered an Order certifying a Class of (a) all persons who were entitled to tender their shares pursuant to the Lex-Win Tender Offer filed ("Tender Offer Class"); and (b) all persons who were entitled to vote on the Proxy seeking to extend the January 30, 2008 liquidation date, which was disseminated to investors on October 16, 2007 ("Proxy Class"). In addition, Judge Pannell appointed Chimicles & Tikellis LLP to serve as Class Counsel.
Chimicles & Tikellis successfully defended a motion to dismiss all of the claims alleged in the Amended Complaint. On March 30, 2009, the court issued a ruling, dismissing certain of the claims, but held that Plaintiffs had stated a viable claim under Section 14(e) with respect to Defendants’ material omissions in its response to the Lex-Win Tender Offer and a viable claim under Section 14(a) with respect to Defendants’ failure to disclose material information in connection with the Proxy materials disseminated to shareholders that sought their vote on and approval of the extension of the liquidity deadline.
On April 20, 2009, Chimicles & Tikellis LLP and its co-counsel filed the Second Amended Complaint in the United States District Court for the Northern District of Georgia. The Second Amended Complaint seeks to remedy the wrongdoing that was, and continues to be, inflicted against the shareholders of Piedmont who were entitled to tender their shares pursuant to tender offers made in May and June, 2007 by Lex-Win, and seeks damages and injunctive relief on behalf of a Class of all shareholders of Piedmont who were entitled to vote on the false and misleading Final Proxy that was disseminated to investors on October 16, 2007 seeking their approval to extend the deadline, set forth in the Company’s charter, by which the Company was to list its shares on a national stock exchange or over the counter market, or liquidate. Specifically, the Second Amended Complaint alleges, among other things, that:
- The REIT and its board of directors violated federal securities laws by making false and misleading statements in their response to the May 25 Lex-Win Tender Offer, which included the Board of Director’s recommendation that shareholders not tender their shares to Lex-Win. The June 8, 2007 recommendation was largely based on "the current business plan in effect for the future of the Company as disclosed in the May 23 Registration, including a potential listing of its shares of common stock on a national exchange." It is alleged that during the time that the Lex-Win Tender Offer was open and pending, the Directors knew or wrongfully disregarded that the listing of Piedmont's stock on a national securities exchange was highly unlikely and in its June 18, 2007 filing failed to explain why the REIT eliminated any reference to the May 23 Registration Statement or the prospective listing as reasons for its recommendation against tendering or that the Board had determined that the Underwritten Offering and listing were not likely to occur. It is alleged that Defendants’ failure to disclose this information to shareholders prior the close of the Lex-Win Tender Offer rendered the REIT’s Tender Offer Responses materially false and misleading.
- The REIT’s October 16, 2007 Proxy sought shareholder approval to amend the Charter to extend the January 30, 2008 Liquidity Deadline for up to three years at Piedmont’s Board of Director’s discretion. Plaintiffs allege the Proxy was allegedly false and misleading and omitted allegedly material information concerning: (i) statements about market conditions as a reason to extend the Liquidity Deadline; (ii) the alternatives to a Listing or extension of the Liquidity Deadline that were explored and considered during the evaluation that led to the recommendation of the Charter amendment to extend the Liquidity Deadline; (iii) the results of conversations Piedmont had with potential buyers in June and July 2007; and (iv) the specific limitations and details of Piedmont’s share redemption plan. It is alleged that Defendants’ failure to disclose this information to shareholders prior the December 13, 2007 shareholder vote rendered the Proxy statement materially false and misleading.
Defendants answered the Second Amended Complaint on May 11, 2009, denying all of the Second Amended Complaint’s substantive allegations, and raised certain defenses. On March 10, 2010, the Court certified this case as a class action. The Court's order granting class certification is available below. On August 6, 2010, the Court of Appeals of the Eleventh Circuit granted Defendants' petition to appeal the Class Certification Order. The parties are presently engaged in fact discovery.
If you wish to discuss this Action further, have any questions concerning this notice or your rights or interests, or need additional information on this Action please contact:
| Attachment | Size |
|---|---|
| Piedmont - Class Certification Order 3-10-10.pdf | 46.01 KB |
Attorneys to Contact:
Nicholas E. Chimicles (Nick@chimicles.com)
Kimberly Donaldson Smith (KimDonaldsonSmith@chimicles.com)
105
361 West Lancaster Avenue, Haverford, PA 19041 Phone: 610-642-8500