This case was last updated from U.S. District Courts on 07/16/2022 at 08:24:50 (UTC).

HILL et al v. COHEN et al

Case Summary

On May 17, 2022, Vernon W. Hill, II, Brian Tierney, and Barry Spevak (together, “Plaintiffs”), on behalf of Republic First Bancorp Inc. (“FRBK”), represented by Carolyn P. Short of Holland & Knight LLP, filed a derivative action against Andrew B. Cohen, Lisa Jacobs, Harry Madonna, and Harris Wildstein (together, “Defendants” or the “Madonna Faction”), seeking declaratory and injunctive relief for an alleged campaign to seize control of the FRBK’s Board so that Defendants could sell or refinance FRBK to the detriment of the FRBK’s shareholders. This case was filed in the U.S. District Court for the Eastern District of Pennsylvania, with Judge Paul S. Diamond presiding. 

In the complaint, the plaintiffs alleged, “Immediately after learning of Mr. Flocco’s passing, the Madonna Faction kicked their coup attempt into high gear. Within hours of his death, the Madonna Faction announced his passing in numerous channels (and prior to any public dissemination by FRBK, which in and of itself has serious federal securities laws implications) and started convening meetings at which they have purported to conduct critical Board business without the requisite quorum of directors – including, among other things, purporting to remove Mr. Hill from his role as Chairman of the Board and replace him with Mr. Madonna.”

The plaintiffs further alleged, “In their quest to seize control and monetize their FRBK stock, the Madonna Faction has made common cause with activist hedge fund Driver Management Company LLC (‘Driver’) and George Norcross (‘Norcross’). The Madonna Faction has intentionally kneecapped the management and Board functions at FRBK, made unfounded and knowingly false public accusations of misconduct against the Plaintiffs (who are up for re-election at the next FRBK shareholders’ meeting) that violate federal proxy solicitation rules, and have hindered FRBK’s ability to defend against coordinated lawsuits initiated by Driver and Norcross based on the Madonna Faction’s false statements.”

The plaintiffs listed seven claims for relief, including claims for the alleged breaches of fiduciary duty,  alleged violations of the Federal Proxy Law Section 14(a) and Rules 14a-3, 14a-6, and 14a-9 under the Securities Exchange Act of 1934, and alleged violation of the Federal Proxy Laws Section 13(d) and Rule 13d-3 also under the Securities Exchange Act of 1934.

In the prayer for relief, the plaintiffs requested that the court grant declaratory and injunctive relief prohibiting the Madonna Faction from taking any action on behalf of FRBK or the Board or the Bank without proper authorization. The plaintiff further requested that the court appoint one or more custodians to manage the affairs of FRBK and its Board and award Plaintiffs the costs, expenses, and disbursements of this action.

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Case Details Parties Documents Dockets

 

Case Details

  • Case Number:

    2:22-CV-01924

  • Filing Date:

    05/17/2022

  • Case Status:

    Pending - Other Pending

  • Case Type:

    Finance - Security/Commodity/Exchange

Judge Details

Presiding Judge

PAUL S. DIAMOND

 

Party Details

Plaintiffs

VERNON W. HILL, II

BRIAN TIERNEY

BARRY SPEVAK

Defendants

ANDREW B. COHEN

LISA JACOBS

HARRY MADONNA

HARRIS WILDSTEIN

REPUBLIC FIRST BANCORP INC.

Not Classified By Court

ALFRED W. PUTNAM, JR.

Philadelphia, PA 19103

Interested Party

Driver Opportunity Partners I LP

Attorney/Law Firm Details

Plaintiff Attorneys

MARTIN L. SEIDEL

Attorney at HOLLAND & KNIGHT LLP

3100 West 52Nd Street, 12Th Floor

New York, NY 10019

VALERIE EIFERT BROWN

Attorney at Holland & Knight

2929 Arch Street, Suite 800

Philadelphia, PA 19104

CAROLYN P. SHORT

Attorney at HOLLAND & KNIGHT LLP

2929 Arch Street, Suite 800

Philadelphia, PA 19104

Defendant Attorneys

ANDREW M. ERDLEN

Attorney at HANGLEY ARONCHICK SEGAL PUDLIN & SCHILLER

One Logan Square 27Th Floor

Philadelphia, PA 19103

FRANK W. OLANDER

Attorney at Schulte Roth & Zabel LLP

919 Third Avenue, New York

New York, NY 10022

JOHN S. SUMMERS

Attorney at HANGLEY ARONCHICK SEGAL & PUDLIN

One Logan Square 27Th Floor

Philadelphia, PA 19103

MICHAEL E. SWARTZ

Attorney at Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022

Not Classified By Court Attorney

ALFRED W. PUTNAM, JR.

Attorney at Faegre Drinker Biddle & Reath LLP

One Logan Square, Suite 2000

Philadelphia, PA 19103

 

Court Documents

#48

(#48) Letter dated July 1, 2022 by Driver Opportunity Partners I LP. (AYALA, THOMAS) (Entered: 07/01/2022)

#47

(#47) Report Of the Custodian Pursuant to This Courts Order of May 31, 2022 by ALFRED W. PUTNAM, JR. (PUTNAM, ALFRED) (Entered: 06/30/2022)

#46

(#46) ORDER, THE INTERESTED PARTIES CONTINUE TO DISAGREETHIS TIME AS TO WHEN SHAREHOLDERS WILL ELECT A NEW BOARD MEMBER TO REPLACE THE LATE MR. FLOCCO. THE MADONNA FACTIONJOINED BY DRIVER OPPORTUNITY PARTNERS I AND THE HILL FACTIONASK TO PUT OFF THE ELECTION UNTIL THE ANTICIPATED SEPTEMBER 2022 SHAREHOLDER MEETING. THE NORCROSS PARTIES AGREE WITH THE CUSTODIAN THAT THE ELECTION SHOULD BE HELD AT THE END OF JULY. AS EXPLAINED BY MR. PUTNAM, IT IS HARDLY CERTAIN WHEN WILMERHALE WILL CONCLUDE ITS INVESTIGATION, AND WHETHER ITS REPORT WILL SATISFY THE COMPANYS BOARD, ITS AUDIT COMMITTEE, AND ITS AUDITORS. IT IS THUS QUITE POSSIBLE THAT THE COMPANYS AUDITED FINANCIAL STATEMENT WILL NOT TIMELY ISSUE, SO THAT THERE CANNOT BE A SEPTEMBER 2022 MEETING. THERE WOULD THUS BE NO ELECTION UNTIL AN UNDETERMINED DATE, POSSIBLY MONTHS LATER. THIS IS NOT ACCEPTABLE. IN APPOINTING MR. PUTNAM, I EMPHASIZED THE NEED TO KEEP HIS TENURE BRIEF, AND TO RETURN CONTROL OF THE COMPANY TO ITS SHAREHOLDERS AS SOON AS POSSIBLE. IT ALSO APPEARS THAT THE COMPANYS VARIOUS FACTIONS HAVE NOT COME TO ANY AGREEMENT AS TO HOW THE COMPANY SHOULD PROCEED AFTER THE ELECTION. IF THE HILL FACTIONS CANDIDATE IS ELECTED, THE EIGHT-MEMBER BOARD WILL REMAIN DEADLOCKEDCONTINUING THE INTERNECINE STRUGGLE THAT GAVE RISE TO THIS LITIGATION, INJURING THE COMPANY AND ITS SHAREHOLDERS. IN THESE CIRCUMSTANCES, I WILL DENY THE REQUEST TO DEFER THE ELECTION UNTIL A SEPTEMBER MEETING THAT MAY WELL NOT TAKE PLACE. THE CUSTODIANS MOTION TO MODIFY THIS COURTS ORDER OF MAY 31, 2022 (DOC. NO. #33 ) IS GRANTED. THE BOARD ELECTION WILL BE HELD IN LATE JULY AS REFLECTED BY THE COMPANYS SEC FILINGS. TO PREVENT A CONTINUING 4-4 BOARD SPLIT, THE CUSTODIAN IS DIRECTED TO CONDUCT THAT ELECTION SO THAT SHAREHOLDERS WILL ELECT BOTH A REPLACEMENT FOR MR. FLOCCO AND A NINTH DIRECTOR.. SIGNED BY HONORABLE PAUL S. DIAMOND ON 6/24/2022. 6/24/2022 ENTERED AND COPIES E-MAILED.(rt) (Entered: 06/24/2022)

#45

(#45) Letter dated 6/24/22 by George E. Norcross. (SUMMERS, SHAWN) (Entered: 06/24/2022)

#44

(#44) Statement of Plaintiffs in Response to Madonna Faction's Proposal of June 22 by VERNON W. HILL, II, BARRY SPEVAK, BRIAN TIERNEY. (SHORT, CAROLYN) (Entered: 06/24/2022)

#43

(#43) Statement of Custodian in Response to Madonna Directors' Proposal of June 22 by ALFRED W. PUTNAM, JR. (PUTNAM, ALFRED) (Entered: 06/23/2022)

33 #2

Exhibit B

33 #1

Exhibit A

33 #33

Main Document

#3

(#3) Summons Issued as to ANDREW B. COHEN, LISA JACOBS, HARRY MADONNA, REPUBLIC FIRST BANCORP INC., HARRIS WILDSTEIN. Forwarded To: COUNSEL on 5/17/22 (bw) (Entered: 05/17/2022)

2 #3

Certificate of Service

2 #2

Text of Proposed Order

2 #1

Memorandum

2 #2

Main Document

1 #3

Case Management Track Form

1 #2

Designation Form

1 #1

Civil Cover Sheet

1 #1

Main Document

53 More Documents Available
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Docket Entries

  • 07/01/2022
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  • Docket(#48) Letter dated July 1, 2022 by Driver Opportunity Partners I LP. (AYALA, THOMAS) (Entered: 07/01/2022)

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  • 06/30/2022
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  • Docket(#47) Report Of the Custodian Pursuant to This Courts Order of May 31, 2022 by ALFRED W. PUTNAM, JR. (PUTNAM, ALFRED) (Entered: 06/30/2022)

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  • 06/24/2022
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  • Docket(#46) ORDER, THE INTERESTED PARTIES CONTINUE TO DISAGREETHIS TIME AS TO WHEN SHAREHOLDERS WILL ELECT A NEW BOARD MEMBER TO REPLACE THE LATE MR. FLOCCO. THE MADONNA FACTIONJOINED BY DRIVER OPPORTUNITY PARTNERS I AND THE HILL FACTIONASK TO PUT OFF THE ELECTION UNTIL THE ANTICIPATED SEPTEMBER 2022 SHAREHOLDER MEETING. THE NORCROSS PARTIES AGREE WITH THE CUSTODIAN THAT THE ELECTION SHOULD BE HELD AT THE END OF JULY. AS EXPLAINED BY MR. PUTNAM, IT IS HARDLY CERTAIN WHEN WILMERHALE WILL CONCLUDE ITS INVESTIGATION, AND WHETHER ITS REPORT WILL SATISFY THE COMPANYS BOARD, ITS AUDIT COMMITTEE, AND ITS AUDITORS. IT IS THUS QUITE POSSIBLE THAT THE COMPANYS AUDITED FINANCIAL STATEMENT WILL NOT TIMELY ISSUE, SO THAT THERE CANNOT BE A SEPTEMBER 2022 MEETING. THERE WOULD THUS BE NO ELECTION UNTIL AN UNDETERMINED DATE, POSSIBLY MONTHS LATER. THIS IS NOT ACCEPTABLE. IN APPOINTING MR. PUTNAM, I EMPHASIZED THE NEED TO KEEP HIS TENURE BRIEF, AND TO RETURN CONTROL OF THE COMPANY TO ITS SHAREHOLDERS AS SOON AS POSSIBLE. IT ALSO APPEARS THAT THE COMPANYS VARIOUS FACTIONS HAVE NOT COME TO ANY AGREEMENT AS TO HOW THE COMPANY SHOULD PROCEED AFTER THE ELECTION. IF THE HILL FACTIONS CANDIDATE IS ELECTED, THE EIGHT-MEMBER BOARD WILL REMAIN DEADLOCKEDCONTINUING THE INTERNECINE STRUGGLE THAT GAVE RISE TO THIS LITIGATION, INJURING THE COMPANY AND ITS SHAREHOLDERS. IN THESE CIRCUMSTANCES, I WILL DENY THE REQUEST TO DEFER THE ELECTION UNTIL A SEPTEMBER MEETING THAT MAY WELL NOT TAKE PLACE. THE CUSTODIANS MOTION TO MODIFY THIS COURTS ORDER OF MAY 31, 2022 (DOC. NO. #33 ) IS GRANTED. THE BOARD ELECTION WILL BE HELD IN LATE JULY AS REFLECTED BY THE COMPANYS SEC FILINGS. TO PREVENT A CONTINUING 4-4 BOARD SPLIT, THE CUSTODIAN IS DIRECTED TO CONDUCT THAT ELECTION SO THAT SHAREHOLDERS WILL ELECT BOTH A REPLACEMENT FOR MR. FLOCCO AND A NINTH DIRECTOR.. SIGNED BY HONORABLE PAUL S. DIAMOND ON 6/24/2022. 6/24/2022 ENTERED AND COPIES E-MAILED.(rt) (Entered: 06/24/2022)

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  • 06/24/2022
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  • Docket(#45) Letter dated 6/24/22 by George E. Norcross. (SUMMERS, SHAWN) (Entered: 06/24/2022)

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  • 06/24/2022
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  • Docket(#44) Statement of Plaintiffs in Response to Madonna Faction's Proposal of June 22 by VERNON W. HILL, II, BARRY SPEVAK, BRIAN TIERNEY. (SHORT, CAROLYN) (Entered: 06/24/2022)

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  • 06/23/2022
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  • Docket(#43) Statement of Custodian in Response to Madonna Directors' Proposal of June 22 by ALFRED W. PUTNAM, JR. (PUTNAM, ALFRED) (Entered: 06/23/2022)

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  • 06/23/2022
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  • Docket(#42) STIPULATION and Proposed Order regarding extension by ANDREW B. COHEN, LISA JACOBS, HARRY MADONNA, HARRIS WILDSTEIN. (SUMMERS, JOHN) (Entered: 06/23/2022)

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  • 06/23/2022
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  • Docket(#41) Letter dated 06/23/2022 by Driver Opportunity Partners I LP. (AYALA, THOMAS) (Entered: 06/23/2022)

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  • 06/23/2022
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  • Docket(#40) ORDER THAT ANY INTERESTED PARTY MAY RESPOND TO THE MADONNA FACTIONS REQUEST TO HOLD THE ELECTION OF BOARD MEMBERS DURING THE COMPANYS SEPTEMBER 2022 ANNUAL MEETING (AND NOT ON JULY 31, 2022). #39 ANY SUCH RESPONSE SHALL BE FILED NO LATER THAN FRIDAY, JUNE 24, 2022 AT 10:00 A.M. SIGNED BY HONORABLE PAUL S. DIAMOND ON 6/23/22. 6/23/22 ENTERED AND COPIES E-MAILED.(bw) (Entered: 06/23/2022)

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  • 06/22/2022
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  • Docket(#39) RESPONSE to Motion re #33 MOTION to Modify COURTS ORDER OF MAY 31, 2022 filed by ANDREW B. COHEN, LISA JACOBS, HARRY MADONNA, HARRIS WILDSTEIN. (SUMMERS, JOHN) (Entered: 06/22/2022)

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31 More Docket Entries
  • 05/19/2022
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  • Docket(#9) ORDER, IT IS HEREBY ORDERED THAT: 1.FOR THE REASONS STATED DURING THE PARTIES MAY 17, 2022 HEARING, PLAINTIFFS MOTION FOR AN EMERGENCY TEMPORARY RESTRAINING ORDER AND PRELIMINARY INJUNCTION (DOC. NO. #2 ) IS DENIED WITHOUT PREJUDICE;2.DECISION ON PLAINTIFFS REQUEST FOR THE APPOINTMENT OF A CUSTODIAN IS DEFERRED; AND3.DEFENDANTS ANDREW COHEN, LISA JACOBS, HARRY MADONNA, AND HARRIS WILDSTEIN SHALL RESPOND TO PLAINTIFFS REQUEST FOR THE APPOINTMENT OF A CUSTODIAN NO LATER THAN MONDAY, MAY 23, 2022 AT 12:00 P.M. DEFENDANTS SHALL ADDRESS IN THEIR RESPONSE THOSE ISSUES THE COURT MUST RESOLVE IN DECIDING WHETHER, IN LIGHT OF THE GOVERNANCE DISPUTES SETOUT IN PLAINTIFFS TEMPORARY RESTRAINING ORDER MEMORANDUM (DOC. NO. #2 ) AND COMPLAINT (DOC. NO. #1 ), REPUBLIC BANK IS CAPABLE, WITHOUT A CUSTODIAN, OF GOVERNING ITSELF IN A MANNER CONSISTENT WITH THE BEST INTERESTS OF ITS SHAREHOLDERS. DEFENDANTS MUST THUS ADDRESS THE APPARENT INCONSISTENCIES IN THE BANKS BY-LAWS AND ARTICLES OF INCORPORATION. SEE, E.G., ARTICLES OF INCORPORATION VII (REQUIRING THE ELECTION OF BOARDMEMBERS); BY-LAWS ARTICLE II, 7 (APPARENTLY EMPOWERING THE BOARD TO FILL A VACANCY EXCEPT WHEN SUCH A VACANCY MAY NOT BE FILLED BY THE REMAINING DIRECTORS, THUS NECESSITATING A SPECIAL SHAREHOLDER MEETING SO THAT THE REPLACEMENT DIRECTOR CAN BE ELECTED); AND BY-LAWS ARTICLE II, 15 (APPARENTLY DEFINING QUORUM AS A MAJORITY OF THE ENTIRE BOARD).. SIGNED BY HONORABLE PAUL S. DIAMOND ON 5/19/2022. 5/19/2022 ENTERED AND COPIES E-MAILED.(rt) (Entered: 05/19/2022)

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  • 05/19/2022
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  • Docket(#8) Notice of Filing of Official Transcript with Certificate of Service re #7 Transcript - PDF,, 5/19/22 Entered and Copies Emailed.. (bw) (Entered: 05/19/2022)

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  • 05/19/2022
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  • Docket(#7) TRANSCRIPT of MOTION FOR TEMPORARY RESTRAINING ORDER HEARING held on 5/17/22, before Judge PAUL S. DIAMOND. Court Reporter/Transcriber WRITER'S CRAMP, INC.. Transcript may be viewed at the court public terminal or purchased through the Court Reporter/Transcriber before the deadline for Release of Transcript Restriction. After that date it may be obtained through PACER.. Redaction Request due 6/9/2022. Redacted Transcript Deadline set for 6/21/2022. Release of Transcript Restriction set for 8/17/2022. (bw) Modified on 5/20/2022 (lisad, ). (Entered: 05/19/2022)

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  • 05/19/2022
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  • Docket(#6) ORDER, IT IS HEREBY ORDERED THAT: 1.THE PARTIES ARE REQUIRED TO MAINTAIN THE STATUS QUO AS OF THURSDAY, MAY 19, 2022 FOR A PERIOD OF 7 DAYS FOLLOWING THE ENTRY OF THIS ORDER CONSISTENT WITH THE BELOW. 2.DEFENDANTS AND PLAINTIFFS SHALL MANAGE THE AFFAIRS OF FRBK AND REPUBLIC BANK(THE BANK) IN THE ORDINARY COURSE DURING THE PERIOD THAT THIS ORDER REMAINS IN EFFECT (THE STATUS QUO PERIOD). DEFENDANTS AND PLAINTIFFS MAY NOT CAUSE FRBK OR THE BANK (DIRECTLY OR INDIRECTLY) TO ENGAGE IN ANY ACTIONS OUTSIDE THE ORDINARY COURSE OF DAY-TO-DAY MANAGEMENT OF FRBKS OR THE BANKS AFFAIRS UNLESS UNANIMOUSLY CONSENTED TO IN WRITING BY ALL MEMBERS OF FRBKS BOARD OF DIRECTORS (THE BOARD) THEN IN OFFICE. FOR THE AVOIDANCE OF DOUBT, NO NEW OR SUPPLEMENTAL AUTHORIZATIONS WILL BE MADE WITH REGARD TO BRANCH EXPANSION AND NO AMENDMENTS WILL BE MADE TO ANY MATERIAL EMPLOYEE CONTRACTS THAT ARE SUBJECT TO APPROVAL BY THE BOARD OF FRBK OR THE BANK OR ANY COMMITTEE THEREOF DURING THE STATUS QUO PERIOD. 3.THE BOARD SHALL NOT ENGAGE IN THE TRANSACTION OF BUSINESS (BY-LAWS, ARTICLE II,SECTION 15) AT ANY BOARD MEETING WITHOUT AT LEAST 5 BOARD MEMBERS PRESENT IN PERSON OR TELEPHONICALLY AT ANY BOARD MEETING DURING THIS STATUS QUO PERIOD. FURTHER, NO COMMITTEE OF THE BOARD SHALL TAKE ANY ACTION DURING THE STATUS QUO PERIOD. 4.THIS ORDER SHALL REMAIN IN FULL FORCE AND EFFECT FOR A PERIOD OF 7 DAYS FOLLOWINGTHE ENTRY OF THIS ORDER. 5.THE COURT MAY MODIFY PARAGRAPH 3 OF THIS ORDER AT THE REQUEST OF ANY PARTY FORGOOD CAUSE SHOWN, FOLLOWING NOTICE TO ALL OTHER PARTIES.. SIGNED BY HONORABLE PAUL S. DIAMOND ON 5/19/2022. 5/19/2022 ENTERED AND COPIES E-MAILED.(rt) (Entered: 05/19/2022)

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  • 05/17/2022
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  • Docket(#5) Minute Entry for proceedings held before HONORABLE PAUL S. DIAMOND Motion Hearing held on 5/17/22 re #2 MOTION for Temporary Restraining Order filed by VERNON W. HILL, II, BRIAN TIERNEY, BARRY SPEVAK Court Reporter: ESR. (bw) (Entered: 05/18/2022)

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  • 05/17/2022
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  • Docket(#4) NOTICE of Hearing: HEARING ON MOTION FOR TEMPORARY RESTRAINING ORDER SET FOR 5/17/2022 05:30 PM VIRTUALLY BEFORE HONORABLE PAUL S. DIAMOND.(rt) (Entered: 05/17/2022)

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  • 05/17/2022
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  • Docket(#3) Summons Issued as to ANDREW B. COHEN, LISA JACOBS, HARRY MADONNA, REPUBLIC FIRST BANCORP INC., HARRIS WILDSTEIN. Forwarded To: COUNSEL on 5/17/22 (bw) (Entered: 05/17/2022)

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  • 05/17/2022
  • DocketAttorneys are required by local rule to complete and file both a Civil Cover Sheet and a Designation Form. Plaintiff's counsel is directed to file Completed Designation Form in this case using the Exhibit docket event. (sbt) (Entered: 05/17/2022)

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  • 05/17/2022
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  • Docket(#2) MOTION for Temporary Restraining Order filed by VERNON W. HILL, II, BARRY SPEVAK, BRIAN TIERNEY.Memorandum, Proposed Order, Certificate of Service. (Attachments: #1 Memorandum, #2 Text of Proposed Order, #3 Certificate of Service)(SHORT, CAROLYN) (Entered: 05/17/2022)

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  • 05/17/2022
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  • Docket(#1) COMPLAINT against All Defendants ( Filing fee $ 402 receipt number APAEDC-15925841.), filed by VERNON W. HILL, II, BARRY SPEVAK, BRIAN TIERNEY. (Attachments: #1 Civil Cover Sheet, #2 Designation Form, #3 Case Management Track Form)(SHORT, CAROLYN) (Attachment 2 replaced on 5/17/2022) (sbt). (Entered: 05/17/2022)

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