Jonathan Foster Helps First CT Bancorp and its Board of Directors Prevail at Trial in Merger Proxy Statement Litigation
Farmington, Connecticut, April 9, 2021 – The U.S. District Court for the District of Maryland granted summary judgment in favor of Current Capital Partners’ clients, First Connecticut Bancorp, Inc. and its Board of Directors, on all claims made by a shareholder plaintiff proposing to represent the class of all First Connecticut shareholders. Plaintiff had alleged that, in the acquisition of First Connecticut by People’s United Financial, Inc., the Merger Proxy Statement issued to First Connecticut shareholders failed to disclose projections for after-tax free cash flows and that the First Connecticut Directors were negligent in failing to review appropriately the Merger Proxy.
In dismissing Plaintiff’s claims in their entirety, the Court noted Foster’s testimony favorably indicating that “Plaintiffs have not provided any evidence that refutes this testimony.”
In his report, Foster concludes that, as a matter of custom and practice, when a Merger Proxy is required, members of the Board of the selling company review the Merger Proxy and sometimes provide comments on it before it is finalized, filed with Securities and Exchange Commission, and sent to shareholders, but they do not draft the Merger Proxy or decide on the inclusion or exclusion of specific items or seek to verify specific information in the document. He opines that the First Connecticut Directors acted consistently with custom and practice in their review and approval of the Merger Proxy in this case, including by not questioning whether the cash flow projections should have been disclosed in the Merger Proxy.
Foster was retained by Robert R. Long, Elizabeth Gingold Clark, and Timothy J. Fitzmaurice of Alston & Bird, LLC, who represented First Connecticut and its Directors, and supported by a Compass Lexecon team led by Dr. Adel Turki and Todd D. Kendall and Connor Donovan of Current Capital Partners.
Read the redacted Memorandum Opinion on the District Court of Maryland’s website here.
About Current Capital Partners
Current Capital Partners LLC is an independent advisory and merchant banking firm focused primarily on the industrial and services sectors. We provide mergers and acquisitions advisory services, corporate management services, and private equity investing. The mergers and acquisitions advisory effort offers high-quality financial advisory services – including actionable ideas, buy-side and sell-side execution, strategic and capital structure reviews, restructuring advisory and related services – for corporate and investment firm clients seeking industry expertise, an independent perspective and senior attention. In our management services effort, we manage investments, provide restructuring advice, sit on Boards of Directors and provide related consulting services for other investors and financial institutions; and offer advice and expert witness services in complex corporate litigation. Our private equity investing business helps create value, primarily in lower middle market and smaller companies, with an integrated operating, finance and investment approach. Our Advisory Board and Executive Network are important advantages for our clients. Learn more at www.currentcap.com.
Jonathan F. Foster
Telephone: +1 212 223 0618