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This case was last updated from PACER on 06/13/2021 at 11:08:22 (UTC).

Robert v. People's United Financial, Inc. et al

Case Summary

On April 14, 2021, Roberto Loza (“Plaintiff”) represented by Justin Aaron Kuehn of Moore Kuehn, PLLC filed a civil action against People’s United Financial, Inc. (“People’s United” or the “Company”), John P. Barnes, Collin P. Baron, George Carter, Jane Chwick its Board of Directors and others (“Board” or “Individual Defendants”), seeking injunctive relief and rescissory damages against the proposed Merger Transaction with M & T Bank Corporation (“M&T”). This case was filed in the U.S. District Court for the Southern District of New York with Judge  George B. Daniels presiding.

 

In the complaint, the Plaintiff has alleged that “On February 21, 2021, the Board caused the Company to enter into an arrangement agreement (the“Merger Agreement”). Pursuant to the terms of the Merger Agreement, each share of People’s United common stock will be converted into approximately 0.118 shares of M&T common stock (the “Merger Consideration”). Upon closing of the Proposed Transaction, stockholders of People’s United will own approximately 28% of the combined company. On April 1, 2021, in order to convince People’s United shareholders to vote in favor of the Proposed Transaction, Defendants filed a materially incomplete and misleading preliminary S-4 Registration Statement (the “Registration Statement”) with the United States Securities and Exchange Commission (“SEC”).”

 

The Plaintiff has further alleged that “The Registration Statement omits material information with respect to the Proposed Transaction, which renders the Registration Statement false and misleading. Accordingly, Plaintiff alleges herein that defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “1934 Act”) in connection with Registration Statement. In addition, a special meeting of People’s United stockholders will be held to vote on the Proposed Transaction (the “Stockholder Vote”). It is therefore imperative that the material information that has been omitted from the Registration Statement is disclosed prior to the Stockholder Vote so People’s United stockholders can properly exercise their corporate voting rights and make an informed decision on whether to vote in favor of the merger.”

 

There are two counts for relief laid down by the Plaintiff. The first count is against all defendants for alleged violations of Section 14(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder. Registration Statement fails to provide critical information regarding, among other things, the financial projections that were prepared by the Company and relied upon by the Board in recommending the Company’s stockholders vote in favor of the Proposed Transaction. The second count is against Individual Defendants for alleged violations of Section 20(a) of the Exchange Act By virtue of their positions as directors of the Company, they had the power to influence and control and did influence and control, directly or indirectly, the decision making of the Company, including the content and dissemination of the various statements that Plaintiff contends are materially incomplete and misleading.

 

In its prayer for relief, the Plaintiff has requested the court to preliminarily and permanently enjoin defendants from proceeding with the proposed transaction; in the event defendants consummate the proposed transaction, rescinding it and setting it aside or awarding rescissory damages. The Plaintiff further requested the court to direct the Individual Defendants to disseminate a Registration Statement that states all material facts required in it; to declare that the defendants violated Sections 14(a) and/or 20(a) of the 1934 Act, as well as Rule 14a-9 promulgated thereunder; and award costs of litigation.

 

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Case Details Parties Documents Dockets

 

Case Details

  • Case Number:

    1:21-CV-03273

  • Filing Date:

    04/14/2021

  • 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

Loza Robert

Defendants

Janet M. Hansen

Collin P. Baron

People's United Financial, Inc.

Jerry Franklin

Jane Chwick

Nancy MCallister

John P. Barnes

John K. Dwight

Kirk W. Walters

William F. Cruger

George Carter

Mark Richards

Attorney/Law Firm Details

Plaintiff Attorney

Justin Aaron Kuehn

Attorney at Moore Kuehn, PLLC

 

Court Documents

#5

(#5) 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, without prejudice against the defendant(s) John P. Barnes, Collin P. Baron, George Carter, Jane Chwick, William F. Cruger, John K. Dwight, Jerry Franklin, Janet M. Hansen, Nancy MCallister, People's United Financial, Inc., Mark Richards, Kirk W. Walters. Document filed by Loza Robert. Proposed document to be reviewed and processed by Clerk's Office staff (No action required by chambers)...(Kuehn, Justin) (Entered: 06/01/2021)

#4

(#4) INITIAL PRETRIAL CONFERENCE: Initial Conference set for 7/14/2021 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 4/20/2021) (mro) (Entered: 04/21/2021)

#3

(#3) STATEMENT OF RELATEDNESS re: that this action be filed as related to 21-cv-2901. Document filed by Loza Robert..(Kuehn, Justin) (Entered: 04/14/2021)

#2

(#2) CIVIL COVER SHEET filed..(Kuehn, Justin) (Entered: 04/14/2021)

#1

(#1) COMPLAINT against John P. Barnes, Collin P. Baron, George Carter, Jane Chwick, William F. Cruger, John K. Dwight, Jerry Franklin, Janet M. Hansen, Nancy MCallister, People's United Financial, Inc., Mark Richards, Kirk W. Walters. (Filing Fee $ 402.00, Receipt Number ANYSDC-24399809)Document filed by Loza Robert..(Kuehn, Justin) (Entered: 04/14/2021)

 

Docket Entries

  • 06/01/2021
  • View Court Documents
  • Docket(#5) 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, without prejudice against the defendant(s) John P. Barnes, Collin P. Baron, George Carter, Jane Chwick, William F. Cruger, John K. Dwight, Jerry Franklin, Janet M. Hansen, Nancy MCallister, People's United Financial, Inc., Mark Richards, Kirk W. Walters. Document filed by Loza Robert. Proposed document to be reviewed and processed by Clerk's Office staff (No action required by chambers)...(Kuehn, Justin) (Entered: 06/01/2021)

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  • 04/21/2021
  • DocketMagistrate Judge Stewart D. Aaron 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. (laq) (Entered: 04/21/2021)

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  • 04/21/2021
  • DocketNOTICE OF CASE REASSIGNMENT to Judge George B. Daniels. Judge Unassigned is no longer assigned to the case. (laq) (Entered: 04/21/2021)

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  • 04/21/2021
  • DocketCASE ACCEPTED AS RELATED. Create association to 1:21-cv-02901-GBD. Notice of Assignment to follow. (laq) (Entered: 04/21/2021)

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  • 04/21/2021
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  • Docket(#4) INITIAL PRETRIAL CONFERENCE: Initial Conference set for 7/14/2021 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 4/20/2021) (mro) (Entered: 04/21/2021)

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  • 04/15/2021
  • DocketCASE REFERRED TO Judge George B. Daniels as possibly related to 21cv2901. (pc) (Entered: 04/15/2021)

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  • 04/15/2021
  • DocketCase Designated ECF. (pc) (Entered: 04/15/2021)

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  • 04/15/2021
  • DocketCASE OPENING INITIAL ASSIGNMENT NOTICE: The above-entitled action is assigned to Judge Unassigned. .(pc) (Entered: 04/15/2021)

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  • 04/14/2021
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  • Docket(#3) STATEMENT OF RELATEDNESS re: that this action be filed as related to 21-cv-2901. Document filed by Loza Robert..(Kuehn, Justin) (Entered: 04/14/2021)

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  • 04/14/2021
  • View Court Documents
  • Docket(#2) CIVIL COVER SHEET filed..(Kuehn, Justin) (Entered: 04/14/2021)

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  • 04/14/2021
  • View Court Documents
  • Docket(#1) COMPLAINT against John P. Barnes, Collin P. Baron, George Carter, Jane Chwick, William F. Cruger, John K. Dwight, Jerry Franklin, Janet M. Hansen, Nancy MCallister, People's United Financial, Inc., Mark Richards, Kirk W. Walters. (Filing Fee $ 402.00, Receipt Number ANYSDC-24399809)Document filed by Loza Robert..(Kuehn, Justin) (Entered: 04/14/2021)

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