Directors’ and Officers’ Liability Litigation

  • 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.
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