Crown Castle co-founder Ted Miller has filed a lawsuit against the tower company's board and Elliott Investment Management, L.P.

In a statement, via his investment vehicle Boots Capital Management, LLC, Miller wants to invalidate the cooperation agreement between Crown Castle’s board of directors and Elliott Investment Management.

The case has been filed in the Delaware Court of Chancery.

Crown Castle HQ
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Back in December, Elliott and the company appointed two new directors, Jason Genrich, partner at Elliott, and Sunit Patel, chief financial officer of Ibotta Inc., to the Board.

The lawsuit alleges that because of this Elliot "received substantial governance rights without the customary provision that it be required to maintain an equity ownership position in the company."

Just last week, Miller, who co-founded Crown Castle in 1994, launched a proxy fight against the company, while outlining his vision to change the firm's strategy.

His most notable aim is to sell the firm's fiber assets, which he said could fetch as much as $15 billion.

“The Crown Castle board’s short-sighted decision to enter into this fundamentally unlawful cooperation agreement just prior to the company’s nomination window is yet another example of the Board’s poor governance, lack of accountability, hostility towards its shareholders, and track record of flawed decision making, all of which have resulted in the destruction of tens of billions of dollars in shareholder value," said Miller.

The complaint alleges that the cooperation agreement directly infringes upon the board’s powers and responsibilities, and substantially restrains the board’s ability to use its own best judgment on key management matters.

It also adds that the "terms of the cooperation agreement are invalid and unenforceable as a matter of Delaware law."

“It is unconscionable that the company’s current board has just seven total years of tower industry operating experience, even after the recent addition of new directors," added Miller, who left Crown Castle in 2001.

"To that end, we believe Crown Castle’s board must be reconstituted with directors that have the necessary industry expertise and skillsets to execute a long-term strategy that will enhance operational excellence, fix the company’s broken culture, and restore and unlock meaningful value for long-suffering shareholders.”

In response to the lawsuit, Crown Castle said it had no merit.

“Crown Castle’s board and management team are focused on conducting the company’s business, including completing the strategic and operating review of the fiber business and its CEO search, in a manner that is in the best interest of the company and its shareholders,” it said in a statement.

In a 39-page plan that detailed Miller's vision at the company, he pointed out that back in 2013, the company owned 40,000 towers and employed 1,400 people. By comparison, today the company still owns around the same amount of towers, but employs more than 2,200 people, despite cutting 15 percent of its workforce.

"How can the company have gotten less efficient over time given so many advances in technology? Elliott has rightly had similar observations," he said, pushing for a shareholder vote on Elliot's agreement with the current board.

Miller and Boots Capital Management put forward four board candidates, including Miller, but this was rejected by Crown Castle officials.

Activist investor Elliott Investment Management has previously been critical of Crown Castle's strategy, notably against some of the board and executives. This prompted CEO Jay Brown to announce he will retire from the company this year.

Elliott, which has investments in X (formerly Twitter) and AT&T, also stated that Crown Castle had "disregarded data-driven analysis," and had not taken its previous recommended changes seriously.

This statement, part of Elliott's 2023 "Restoring the Castle" campaign, is very much a continuation of its 2020 "Reclaiming the Crown" campaign, which also called for enhanced governance and fiber-strategy improvements.

2020 was the first time Elliott publicly pressured Crown Castle, urging management to rethink its fiber and criticizing the company's returns in 2020.