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Global Net Lease Inc. v. Blackwells Capital LLC

REITs Lose Bid to Prevent Shareholders' Filing of Allegedly Misleading Proxy Statements

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OPINION AND ORDER On December 19, 2022, Global Net Lease, Inc. and The Necessity Retail REIT, Inc. (“Plaintiffs”) filed complaints pursuant to the Securities Exchange Act of 1934, alleging that Defendants filed misleading proxy materials with the Securities and Exchange Commission in advance of each Plaintiff’s 2023 annual stockholder meeting.1 (ECF No. 1 at 1.) Pending before the Court is Plaintiffs’ motion for a preliminary injunction enjoining Defendants from (1) publishing any soliciting materials or soliciting any proxies until they file corrective disclosure statements and (2) making “false statements about the absence of any joint venture, agreement, or understanding between the Blackwells and Related Defendants.” (ECF No. 64 at 5.) This Court held an evidentiary hearing on Plaintiffs’ motion for a preliminary injunction on April 20, 2023. For the reasons set forth below, Plaintiffs’ motion for a preliminary injunction is denied. I. Background Plaintiffs Global Net Lease, Inc. and The Necessity Retail REIT, Inc. are Maryland corporations operating as real estate investment trusts for federal income tax purposes. (ECF No. 1 1.)2 Each is externally managed by affiliate companies of AR Global Investments, LLC. (Id.) Defendant Blackwells Capital LLC is an investment firm that operates as an activist investor. (Id. 2; ECF No. 74 at 3.) Defendant Blackwells Onshore I LLC is a Blackwells affiliate company. (Id. 3.) Defendant Related Fund Management LLC is an investment manager specializing in the real estate sector. (Id. 5.) Defendant Jason Aintabi wholly owns Blackwells Capital and Blackwells Onshore. (Id. 4.) Defendant Richard O’Toole is an Executive Vice President of Related Companies, an affiliate of Related Fund Management. (Id. 6.) He and Defendant Jim Lozier were nominated by Blackwells Onshore to serve on each Plaintiff’s board of directors. (Id.

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