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A Debate Over REIT Corporate Governance
This transcript was published alongside a webinar on March 14, 2017
REIT Corporate Governance generally commands limited attention. Capital allocation, balance sheet management, and operational performance are usually the key factors affecting REIT share prices. But when Corporate Governance matters, it matters a lot. Shareholder friendly/unfriendly structures jump right to the center of the stage at key transition points: IPOs, M&A, privatizations, and activist activity. REIT shareholders have established a consistent list of REIT Corporate Governance “best practices.” However, some key issues have not been fully embraced by all Boards and management teams. Are these companies just being stubborn? Or is there merit for their contrasting points of view on topics like: • Staggered vs destaggered boards • Opting in/out of MUTA • Takeover defenses (e.g., poison pills) • Proxy Access • Board independence and composition This transcript from a recent webinar provides both points of view. Jim Sullivan, President of Green Street’s Advisory Group, outlines the firm’s view on Corporate Governance best practices. Yoel Kranz, Partner at Goodwin, which provides Corporate Governance advice to a variety of REITs, provides insight into why some Boards and management teams see these key topics a bit differently. Who should be in control of key outcomes for REITs – the shareholders or the Boards – is the reason why Corporate Governance is such an important issue for all REIT market participants.