Boards of directors for real estate investment trusts should expect dissenting investors to continue challenging corporate leadership behind closed doors and in the open, attorneys say, because the days of REITs being unattractive targets are over. REITs have been among the five most targeted industries for shareholder activism since 2020, and they've been subject to a range of different campaigns even though real estate is often seen as having a more straightforward business model than other business sectors, said Leonard Wood, chair of Goodwin's Shareholder Activism and Takeover Defense practice group. "While it is true that the model of the business may be simpler than, say, a tech company that's offering either 25 different product lines, or an international conglomerate that's operating all kinds of industrial businesses all around the world, there are still lots of ways that these activist hedge funds can get in there and under the hood and try to use their operational acumen to try to make the company better," Wood said. A primary reason is that REITs typically have provisions within their charters that limit ownership among their stockholders to keep single shareholders from having highly concentrated holdings, noted Yoel Kranz, a co-chair of Goodwin's REIT practice. "The thought there was, every REIT has a built-in poison pill. Every REIT has the ability to prevent anybody from accumulating too much stock," Kranz said. "And so, we don't really have to worry about activists, because what can activists possibly do?" Another reason is that commercial properties haven't always been seen as having a great "flavor factor," Kranz said. "At the end of the day, REITs are limited by the code as to what they can do," Kranz said. Wood said one of the most significant activist engagements to occur in the REIT sector in recent years happened almost entirely behind closed doors: Rexford Industrial Realty's announcement in November 2025 that it had worked with Elliott Investment Management to add a new board member and reform its business strategy.
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