Clark Alpert, Robert Schwartz and David Butler Resolve Shareholder Litigation to Preserve Merger of New Jersey Banks

Wednesday, May 1, 2013

In Higginbottom v. Somerset Hills Bank et al., Docket No. SOM-C-12006-13, Clark Alpert (Partner, Madison), with the assistance of Robert Schwartz (Partner, New Brunswick) and David Butler (Associate, Madison), was successful in resolving shareholder litigation at an early stage in order to help preserve the merger between Somerset Hills Bancorp and Lakeland Bancorp. After a merger between the two companies was announced, a Somerset shareholder filed a putative class action on behalf of all of Somerset's shareholders, against not only Somerset but also all of its Directors as well as Lakeland, complaining that the Board violated its fiduciary duties in agreeing to the merger. After a joint proxy statement/prospectus was filed with the SEC and sent to the shareholders, an Amended Complaint was filed complaining of the adequacy of the disclosures, and a preliminary injunction was sought. By engaging in proactive settlement negotiations simultaneous with preparation of a vigorous response to the preliminary injunction motion, Windels Marx was successful in resolving the matter before the scheduled shareholders vote, so as not to risk derailing the merger process. In addition to the merger and fiduciary issues, the analysis of the case featured cutting-edge issues relating to removal from state to federal Court under CAFA and SLUSA.

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