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This case was last updated from PACER on 06/18/2021 at 11:57:57 (UTC).

Raul v. M&T Bank Corporation et al

Case Summary

On April 19, 2021, Tammy Raul (“Plaintiff”), represented by Joshua M. Lifshitz of Lifshitz Law Firm, P.C., filed a civil action against M&T Bank Corporation (“M&T” or the “Company”), C. Angela Bontempo, Robert T. Brady, Calvin G. Butler, JR., T. Jefferson Cunningham, & others (the “Board” or the “Individual Defendants”) (collectively, “Defendants”), seeking permanent injunctive relief with damages among other reliefs, for alleged violation of the federal securities laws. This case was filed in the United States District Court in the Southern District of New York with Judge George B. Daniels presiding.

 

In the complaint, the Plaintiff alleged that “On February 21, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with People’s United. Pursuant to the terms of the Merger Agreement People’s United shareholders will receive 0.118 of a share of M&T common stock per share of People’s United owned (the “Merger Consideration”).”

 

The Plaintiff further alleged that “On April 1, 2021, in order to convince the Company’s shareholders to vote in favor of the Proposed Transaction, the Board authorized the filing of a materially incomplete and misleading registration statement with the SEC on Form S-4 (the “Registration Statement”). Defendants were obligated to carefully review the Registration Statement prior to its filing with the SEC and dissemination to the Company’s shareholders to ensure that it did not contain any material misrepresentations or omissions. However, the Registration Statement misrepresents and/or omits material information that is necessary for the Company’s shareholders to make informed decisions regarding whether to vote in favor of the Proposed Transaction.” it is even alleged that “the Registration Statement fails to disclose: (i) the pro forma assumptions used in the analysis; and (ii) the extent to which the Proposed Transaction could be a positive change to M&T’s estimated 2022 and 2023 EPS and M&T’s estimated tangible book value per share at closing as of September 30, 2021.”

 

The Plaintiff also alleged that “The Defendants were, at the very least, negligent in preparing and reviewing the Registration Statement. The preparation of a Registration Statement by corporate insiders containing materially false or misleading statements or omitting a material fact constitutes negligence. The Defendants were negligent in choosing to omit material information from the Registration Statement or failing to notice the material omissions in the Registration Statement upon reviewing it, which they were required to do carefully as the Company’s directors. Indeed, the Defendants were intricately involved in the process leading up to the signing of the Merger Agreement and the preparation of the Company’s financial projections.”

 

There are two claims for relief laid down by the Plaintiff. These are for (a) (Against all Defendants for alleged violations of Section 14(a) of the Exchange Act and Rule 14a-9 Promulgated Thereunder), and (b) against the Individual Defendants for alleged violations of Section 20(a) of the Exchange Act, wherein it has been alleged that each of the Defendants reviewed and authorized the dissemination of the Registration Statement, which fails to provide critical information regarding, among other things, the financial projections for the Company.

 

In its prayer for relief, the Plaintiff has requested the court to preliminarily and permanently enjoin the Defendants from proceeding with the proposed transaction, and to direct the Individual Defendants to disseminate an amendment to the registration statement states all material facts required in it or necessary to make the statements contained therein not misleading. The Plaintiff further requested the court to direct Defendants to account to Plaintiff for all damages sustained and grant costs of litigation. 

 

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Case Details Parties Documents Dockets

 

Case Details

  • Case Number:

    1:21-CV-03414

  • Filing Date:

    04/19/2021

  • Case Status:

    Disposed - Other Disposed

  • Case Type:

    Finance - Security/Commodity/Exchange

  • Court:

    U.S. District Courts

  • Courthouse:

    New York Southern District

Judge Details

Presiding Judge

George B. Daniels

 

Party Details

Plaintiff

Tammy Raul

Defendants

Melinda R. Rich

Gary N. Geisel

Robert T. Brady

Rudina Seseri

Richard H. Ledgett, Jr.

David S. Scharfstein

Robert E. Sadler, Jr.

Leslie V. Godridge

M&T Bank Corporation

C. Angela Bontempo

Richard A. Grossi

T. Jefferson Cunningham, III

John R. Scannell

Denis J. Salamone

Richard S. Gold

Kevin J. Pearson

Calvin G. Butler, Jr.

Newton P.S. Merrill

Herbert L. Washington

1 More Parties Available

Attorney/Law Firm Details

Plaintiff Attorney

Joshua M. Lifshitz

Attorney at Lifshitz Law Firm, P.C.

1190 Broadway

Hewlett, NY 11557

 

Court Documents

#4

(#4) NOTICE OF VOLUNTARY DISMISSAL pursuant to Rule 41(a)(1)(A)(i) of the Federal Rules of Civil Procedure, the plaintiff(s) and or their counsel(s), hereby give notice that the above-captioned action is voluntarily dismissed, against the defendant(s) C. Angela Bontempo, Robert T. Brady, Calvin G. Butler, Jr., T. Jefferson Cunningham, III, Gary N. Geisel, Leslie V. Godridge, Richard S. Gold, Richard A. Grossi, Rene F. Jones, Richard H. Ledgett, Jr., M&T Bank Corporation, Newton P.S. Merrill, Kevin J. Pearson, Melinda R. Rich, Robert E. Sadler, Jr., Denis J. Salamone, John R. Scannell, David S. Scharfstein, Rudina Seseri, Herbert L. Washington. Document filed by Tammy Raul. Proposed document to be reviewed and processed by Clerk's Office staff (No action required by chambers)...(Lifshitz, Joshua) (Entered: 06/01/2021)

#3

(#3) INITIAL PRETRIAL CONFERENCE: Initial Conference set for 7/13/2021 at 09:30 AM in Courtroom 11A at the United States District Courthouse, 500 Pearl Street, New York, NY 10007 before Judge George B. Daniels. (Signed by Judge George B. Daniels on 4/21/2021) (mro) (Entered: 04/21/2021)

#2

(#2) CIVIL COVER SHEET filed..(Lifshitz, Joshua) (Entered: 04/19/2021)

#1

(#1) COMPLAINT against C. Angela Bontempo, Robert T. Brady, Calvin G. Butler, Jr., T. Jefferson Cunningham, III, Gary N. Geisel, Leslie V. Godridge, Richard S. Gold, Richard A. Grossi, Rene F. Jones, Richard H. Ledgett, Jr., M&T Bank Corporation, Newton P.S. Merrill, Kevin J. Pearson, Melinda R. Rich, Robert E. Sadler, Jr., Denis J. Salamone, John R. Scannell, David S. Scharfstein, Rudina Seseri, Herbert L. Washington. (Filing Fee $ 402.00, Receipt Number ANYSDC-24417988)Document filed by Tammy Raul..(Lifshitz, Joshua) (Entered: 04/19/2021)

 

Docket Entries

  • 06/01/2021
  • View Court Documents
  • Docket(#4) NOTICE OF VOLUNTARY DISMISSAL pursuant to Rule 41(a)(1)(A)(i) of the Federal Rules of Civil Procedure, the plaintiff(s) and or their counsel(s), hereby give notice that the above-captioned action is voluntarily dismissed, against the defendant(s) C. Angela Bontempo, Robert T. Brady, Calvin G. Butler, Jr., T. Jefferson Cunningham, III, Gary N. Geisel, Leslie V. Godridge, Richard S. Gold, Richard A. Grossi, Rene F. Jones, Richard H. Ledgett, Jr., M&T Bank Corporation, Newton P.S. Merrill, Kevin J. Pearson, Melinda R. Rich, Robert E. Sadler, Jr., Denis J. Salamone, John R. Scannell, David S. Scharfstein, Rudina Seseri, Herbert L. Washington. Document filed by Tammy Raul. Proposed document to be reviewed and processed by Clerk's Office staff (No action required by chambers)...(Lifshitz, Joshua) (Entered: 06/01/2021)

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  • 04/21/2021
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  • Docket(#3) INITIAL PRETRIAL CONFERENCE: Initial Conference set for 7/13/2021 at 09:30 AM in Courtroom 11A at the United States District Courthouse, 500 Pearl Street, New York, NY 10007 before Judge George B. Daniels. (Signed by Judge George B. Daniels on 4/21/2021) (mro) (Entered: 04/21/2021)

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  • 04/20/2021
  • DocketCase Designated ECF. (sj) (Entered: 04/20/2021)

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  • 04/20/2021
  • DocketMagistrate Judge Katharine H. Parker is so designated. Pursuant to 28 U.S.C. Section 636(c) and Fed. R. Civ. P. 73(b)(1) parties are notified that they may consent to proceed before a United States Magistrate Judge. Parties who wish to consent may access the necessary form at the following link: #https://nysd.uscourts.gov/sites/default/files/2018-06/AO-3.pdf. (sj) (Entered: 04/20/2021)

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  • 04/20/2021
  • DocketCASE OPENING INITIAL ASSIGNMENT NOTICE: The above-entitled action is assigned to Judge George B. Daniels. Please download and review the Individual Practices of the assigned District Judge, located at #https://nysd.uscourts.gov/judges/district-judges. Attorneys are responsible for providing courtesy copies to judges where their Individual Practices require such. Please download and review the ECF Rules and Instructions, located at #https://nysd.uscourts.gov/rules/ecf-related-instructions..(sj) (Entered: 04/20/2021)

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  • 04/19/2021
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  • Docket(#2) CIVIL COVER SHEET filed..(Lifshitz, Joshua) (Entered: 04/19/2021)

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  • 04/19/2021
  • View Court Documents
  • Docket(#1) COMPLAINT against C. Angela Bontempo, Robert T. Brady, Calvin G. Butler, Jr., T. Jefferson Cunningham, III, Gary N. Geisel, Leslie V. Godridge, Richard S. Gold, Richard A. Grossi, Rene F. Jones, Richard H. Ledgett, Jr., M&T Bank Corporation, Newton P.S. Merrill, Kevin J. Pearson, Melinda R. Rich, Robert E. Sadler, Jr., Denis J. Salamone, John R. Scannell, David S. Scharfstein, Rudina Seseri, Herbert L. Washington. (Filing Fee $ 402.00, Receipt Number ANYSDC-24417988)Document filed by Tammy Raul..(Lifshitz, Joshua) (Entered: 04/19/2021)

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