Stevens & Lee Litigators Secure Dismissal of Claims Alleging Shareholder Rights Violation

Representing bank holding company AmeriServ Financial, Inc. and its Board of Directors (AmeriServ), the Stevens & Lee team of Stacey A. Scrivani, Jason P. Rudloff and Christopher McDonald successfully argued to dismiss with prejudice claims brought by activist investor Driver Opportunity Partners I, LP (Driver) that its shareholder rights were violated when AmeriServ rejected its notice of nomination for three candidates to AmeriServ’s Board.

The dispute spurred civil action when AmeriServ rejected Driver’s nomination notice on the grounds that Driver did not comply with AmeriServ’s advanced notice and interlocks bylaws. In March 2023, Driver sought a preliminary injunction to enjoin AmeriServ from holding its 2023 annual meeting before the merits of its case were decided. The Stevens & Lee team defeated Driver’s preliminary injunction, which paved the way for AmeriServ to hold the annual meeting where Driver’s candidates were ineligible for election due to the rejected nomination notice.   Undeterred, Driver subsequently filed an amended complaint seeking further injunctive relief that would compel AmeriServ to hold a new 2023 annual shareholder meeting and director elections.

On December 20, 2023, the Stevens & Lee team secured a dismissal of the case with prejudice. Judge Stephanie L. Haines of the U.S. District Court for the Western District of Pennsylvania concluded in her Opinion that, in consideration of the facts, the plausibility of Driver’s case was “contrary to common sense and judicial economy.”

Read more about the case on Law360 (subscription may be required).