Public Storage 2009 Annual Report Download - page 35

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17
Risks related to the financial strength, common business goals and strategies and cooperation of the
venture partner.
The inability to take some actions with respect to the joint venture activities that we may believe are
favorable, if our joint venture partner does not agree.
The risk that we could lose our REIT status based upon actions of the joint ventures if we are unable
to effectively control these indirect investments.
The risk that we may not control the legal entity that has title to the real estate.
The risk that our investments in these entities may not be easily sold or readily accepted as collateral
by our lenders, or that lenders may view assets held in joint ventures as less favorable as collateral.
The risk that the joint ventures could take actions which may negatively impact our preferred shares
and debt ratings, to the extent that we could not prevent these actions.
The risk that we may be constrained from certain activities of our own that we would otherwise deem
favorable, due to non-compete clauses in our joint venture arrangements.
The risk that we will be unable to resolve disputes with our joint venture partners.
The Hughes Family could control us and take actions adverse to other shareholders.
At December 31, 2009, B. Wayne Hughes, Chairman of the Board of Trustees and his family (the “Hughes
Family”) owned approximately 17.3% of our aggregate outstanding common shares. Our declaration of trust
permits the Hughes Family to own up to 47.66% of our outstanding common shares and also allows for cumulative
voting in the election of trustees. Consequently, the Hughes Family may significantly influence matters submitted
to a vote of our shareholders, including electing trustees, amending our organizational documents, dissolving and
approving other extraordinary transactions, such as a takeover attempt, even though such actions may not be
favorable to other shareholders.
Certain provisions of Maryland law and in our declaration of trust and bylaws may prevent changes in
control or otherwise discourage takeover attempts beneficial to shareholders.
Certain provisions of Maryland law may have the effect of deterring a third party from making a proposal
to acquire us or of impeding a change in control under circumstances that otherwise could provide the holders of our
shares with the opportunity to realize a premium over the then-prevailing market price of our shares. Currently, the
Board has opted not to subject the Company to the statutory limitations of either the business combination
provisions or the control share acquisitions provisions of Maryland law, but the Board may change this option as to
either statute in the future. If the Board chooses to make them applicable to us, these provisions could delay, deter
or prevent a transaction or change of control that might involve a premium price for holders of common shares or
might otherwise be in their best interest. Similarly, (1) limitations on removal of trustees in our declaration of trust,
(2) restrictions on the acquisition of our shares of beneficial interest, (3) the power to issue additional common
shares, preferred shares or equity shares, (4) the advance notice provisions of our bylaws and (5) the Board’s ability
under Maryland law, without obtaining shareholder approval, to implement takeover defenses that we may not yet
have and to take, or refrain from taking, other actions without those decisions being subject to any heightened
standard of conduct or standard of review, could have the same effect of delaying, deterring or preventing a
transaction or a change in control that might involve a premium price for holders of the common shares or might
otherwise be in common shareholders’ best interest.
To preserve our status as a REIT under the Code, our declaration of trust contains limitations on the
number and value of shares of beneficial interest that any person may own. These ownership limitations generally
limit the ability of a person, other than the Hughes Family (as defined in our declaration of trust) and other than