Corporate Governance

Representative Cases

Corporate Governance and Directors’ and Officers’ Liability Actions

  • Parshall v. Sparks – Counseled and defended board of directors of First Priority Financial Corp. in connection with a shareholder derivative suit seeking to disrupt a shareholder vote on a merger with Mid-Penn Bancorp. Inc.
  • Rubin v. Ballou – Counseled and defended merger-purchaser, Univest Corporation of Pennsylvania, in connection with a shareholder derivative suit filed against seller and its board of directors.
  • Veitch v. Directors and Officers of VIST Financial Corp. – Defended directors and officers in shareholder derivative and class action in Pennsylvania state court challenging a merger based on the sale process and disclosures to shareholders.
  • Serp v. Directors and Officers of VIST Financial Corp. – A federal lawsuit related to the Veitch case described above, except in addition to alleging a shareholder derivative claim, also alleging a federal Section 14(a) Exchange Act claim.
  • Parshall v. Royal Bancshares – Counseled Royal Bancshares and its directors and officers on issues related to shareholder derivative demand arising from acquisition with Bryn Mawr Bank Corp. and a Section 14(c) Exchange Act federal lawsuit.
  • Sovereign Bancorp Shareholder Litigation Matters – Defended the directors and officers of Sovereign Bancorp in a series of lawsuits arising out of a highly publicized dispute with a minority shareholder. The lawsuits (listed below) (1) claimed breach(es) of fiduciary duty arising from bank holding company’s compensation of directors and/or corporate governance practices; (2) sought to invalidate an acquisition agreement to purchase Independence Community Bank Corp.; and/or (3) sought to invalidate an investment agreement in connection with an acquisition and the financing of the acquisition.
    • Relational Investors v. Sovereign Bancorp;
    • Bearce‑Lopez v. Ehlerman (Sovereign Bancorp);
    • Shaev v. Sidhu;
    • Teamsters Local 456 Annuity Fund v. Sidhu, et al. (Sovereign Bancorp);
    • Solomon v. Sidhu, et al. (Sovereign Bancorp);
    • Zielezienski, et al. v. Sidhu, et al. (Sovereign Bancorp); and
    • Morter v. Ehlerman, et al.
  • Judy Horwitz v. Roger Moyer (Sterling Financial) – Served as local counsel in shareholder derivative action attacking PNC Bank’s acquisition of Sterling Financial.
  • Parshall v. Community Bank of Bergen Counsel and its Directors – Represented a New Jersey bank and its board of directors in defending breach of fiduciary duty claims in connection with proposed merger with Sussex Bancorp.
  • Caruso, et al. v. Saddle River Valley Bancorp – Defended a New Jersey bank and its board of directors in shareholder derivative action by a Delaware company alleging mismanagement and other alleged breaches of fiduciary duties arising from illegal wire transfers to Mexico.

Sales Practices and Market Conduct Actions

  • Dougherty, et al. v. VFG, LLC f/k/a Voyager Financial Group, Inc., et al. – Defended bank (and later the FDIC) against claims arising from purchase of pension stream securities contracts.
  • Township of Spring v. Standard Ins. Co. – Obtained summary judgment and successfully defended appeal for client and its “retirement services” subsidiary in case involving alleged breach of fiduciary duty and breach of contract in the liquidation of a municipal pension plan’s investment portfolio to complete plan’s transition to new custodian.
  • Defended a bank in four lawsuits relating to claims that its financial advisor fraudulently and improperly encouraged clients to purchase “life settlement” insurance products. These matters also involved responding to a regulatory investigation by the Pennsylvania Department of Insurance.
  • Defended a bank in five lawsuits relating to claims that its financial advisor fraudulently sold life insurance products and improperly recommended the implementation of Section 419 retirement plans.

UCC Actions

  • West Conshohocken Borough v. Pennsylvania Local Government Investment Trust and PFM Asset Management LLC – Defended a depository institution from claims for violation of UCC, breach of contract, and conversion arising from former employee’s embezzlement from investment trust.
  • Schwab v. National Penn Bank – Defended a depository bank from a $750,000 claim for depositing allegedly forged checks into a business account.
  • Fillippo v. M&T Bank– Defended claim that bank improperly paid proceeds of a series of CDs to account holder’s wife in case of first impression regarding applicable statute of limitations under UCC Articles 3 and 4.
  • Merchants Express Money Order v. Sun National Bank – Defended a bank from a $460,000 claim brought under the Money Transmitter Act and the Uniform Fiduciaries Act.
  • JP Morgan Chase v. Sun National Bank – Defended a bank from a $430,000 claim arising from a dispute over breach of warranty of title to checks.
  • Wenz Company v. M&T Bank – Defended a depository bank from a $500,000 claim arising from bookkeeper forging checks.

Construction and Occupational Safety and Health Law – Representative Matter

  • Successfully tried to verdict a complex 2-week construction case involving three separate public and private projects, implicating owner’s withholding of funds, unapproved change orders, workmanship issues, failure to perform work within contractor’s scope, delay and liquidated damages, owner’s self-performance of incomplete work and claims against state agency for whom work was being performed. The case also involved claims under the Public Payment Act and imposition of attorney’s fees and penalties.
  • Represent national electric utility in various real estate and construction litigation matters in Northeastern Pennsylvania, including: (1) multiple blasting and real estate trespass cases; (2) the successful extrication of the client from a litigation matter alleging property damage due to blasting during construction of transmission lines; and (3) defending from claims of alleged damage during construction of a transmission line.
  • Represented a developer of a lifestyle shopping center in construction disputes that arose within the first few months of a several-phase project and continued to monitor work progress and related legal issues through project completion, at which time we negotiated the payment of hundreds of thousands of dollars to our client from the defaulting contractor.
  • Successfully resolved client’s claims against a municipality for funds improperly withheld at the conclusion of a sewer project.
  • Defended material suppliers against claims that defective materials caused property damage or required replacement and repair.
  • Prosecuted claims on behalf of client arising from the collapse of an adjacent building into our client’s excavated foundation during a public transit facility project. Multi-party, consolidated cases involve delay and liquidated damages, workmanship issues, owner’s self-performance and termination of contractor.
  • Prosecuted private owner’s claims for flooding and water infiltration due to, among other things: deviation from site plans and specifications, grading, inadequate storm drainage, improper installation of waterproofing and flashing and failure to properly install complete and as-specified drainage systems.
  • Represented general contractor on large warehouse project in defense of mechanic’s liens claims filed by lower tier subcontractors after subcontractor defaulted on payments to its subcontractors and material suppliers. Included bonding off lien claims and resolving them, then accepting assignment of claims to enable client to pursue claims against subcontractor.
  • Successfully resolved six-figure OSHA citation against chemical manufacturer in central Pennsylvania.
  • Secured vacation of citation, after OSHA trial, against employer of dockworkers based on alleged hazards associated with loading containers.
  • Represented general contractor in upstate New York in connection with OSHA citations issued based on fatality resulting from work on bridge over running water, with favorable resolution where personal injury action was pending.
  • Successful result after OSHA litigation relating to six-figure citation against concrete manufacturer based on alleged crane hazards.