Bond Attorneys Jonathan B. Fellows And Suzanne O. Galbato Obtain Dismissal Of Class Action Lawsuits Challenging Merger Between Community Bank And Wilber National Bank
April 12, 2011
In a decision issued on March 28, 2011, Supreme Court Justice Kevin Dowd dismissed two shareholder class action lawsuits seeking to bar a merger between Community Bank and Wilber National Bank. Community Bank and Wilber National Bank announced their proposed merger on October 25, 2010. Within days, leading class action plaintiffs firms announced they were "investigating" the merger. On November 3, 2010, a shareholder represented by Robbins, Gellar, Rudman & Dowd, one of the nation's most noted plaintiffs' class action firms, commenced an action seeking to enjoin a shareholder vote on the merger. On November 17, 2010, a second shareholder class action was commenced by the Levi & Korsinsky law firm, another leading plaintiff's class action firm.
Bond, Schoeneck & King Attorneys Jonathan B. Fellows and Suzanne O. Galbato represented Community Bank in both actions. Although in many similar actions, the acquiring companies have elected to quickly settle such class action cases in order to allow their mergers to proceed without interference of litigation (see Wall Street Journal, "First the Merger; Then the Lawsuit", 1/10/11), Community Bank decided to fight after assessing the case. Only a month after commencement of the actions, Bond, Schoeneck & King filed motions for summary judgment to dismiss both class action lawsuits. Although both plaintiffs' firms repeatedly told the Court they wanted to conduct discovery and to enjoin the shareholders' vote on the merger, they obtained no such relief.
On March 25, 2011, the Wilber shareholders overwhelmingly voted in favor of the merger. On March 28, 2011, Justice Dowd issued his decision dismissing both actions, accepting BS&K's arguments that all of the decisions regarding the merger were protected by the Business Judgment Rule.
Community Bank System's CEO, Mark Tryniski, stated he was pleased: "We were pleased with the way Bond, Schoeneck & King aggressively defended these actions and put these plaintiffs' class action firms on the defensive immediately. BS&K's representation allowed the shareholders to vote on what we believed to be a very favorable merger, and led to the prompt dismissal of these actions."