In re Wells Real Estate Investment Trust Securities Litigation (Washtenaw County Employees’ Retirement System v. Wells Real Estate Investment Trust, Inc., et. al.)

On behalf of Washtenaw County ERS and a proposed class of Wells REIT shareholders, C&T filed in 2007 a federal securities class action lawsuit against certain current and former officers, directors and affiliates of Wells charging them with violations of the federal securities laws by virtue of their of their devising and soliciting the shareholders’ approval via a Proxy of a merger of an affiliate of company insiders with Wells for $175 million worth of the Company’s stock (“Internalization”). C&T serves as Co-Lead Counsel and vigorously opposed Defendants’ motion to dismiss the action. On March 31, 2008, the Court ordered that certain of the Complaint’s allegations had stated a viable federal securities law claim under Section 14(a) of the Exchange Act for Defendants’ failure to disclose material information in connection with Proxy materials disseminated to shareholders that sought their vote on and approval of the proposed Internalization. In its March 31 Order, as clarified by its May 9, 2008 order, the Court considered the allegations of the Complaint with respect to whether certain buyout offers to the Company made by Lexington Realty Trust in letters dated March 5, 2007 and April 5, 2007 ("Lexington Offers"), were material facts that should have been disclosed in the Proxy or a supplement thereto. The Complaint alleged that the March 5, 2007 Offer, which stated that Lexington would acquire all of the outstanding shares of Wells REIT for $9.25 per share if the Internalization did not occur and $8.90 per share if the Internalization did occur, and the April 5, 2007 Offer, in which Lexington increased that offer to $9.45 and $9.07 per share, respectively, were material facts required to be disclosed. On April 21, 2008, C&T filed a Second Amended Complaint alleging that the Proxy was false and misleading light of the non-disclosure of the Lexington Offers, in violation of the federal securities laws. Defendants answered the Second Amended Complaint and the parties are vigorously proceeding with discovery.

Case 1:07-cv-00862 (U.S.D.C. N.D. GA)