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This case was last updated from PACER on 06/06/2021 at 07:51:53 (UTC).

Van Wagoner v. People's United Financial, Inc. et al

Case Summary

On April 7, 2021 Andrew Van Wagoner (“Plaintiff”), represented by Gina M. Serra of Rigrodsky Law, P.A. 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 and others (collectively, “Individual Defendants”), seeking injunctive and declaratory relief, among other reliefs for the alleged violation of the Securities Exchange Act of 1934. This case was filed in the U.S. District Court for the Southern District of New York with Judge George B. Daniels presiding. 

 

In its complaint, Plaintiff alleged that “On February 21, 2021, People’s United’s Board caused the Company to enter into the Merger Agreement with M&T. Defendants filed the Registration Statement with the SEC in connection with the Proposed Transaction.” Furthermore, “The Registration Statement omits material information regarding the analyses performed by the Company’s financial advisors, Keefe, Bruyette & Woods, Inc. (“KBW”) and J.P. Morgan Securities LLC (“J.P. Morgan”).” 

 

Plaintiff further alleged that “With respect to KBW’s People’s United Selected Companies Analysis, the Registration Statement fails to disclose the individual multiples and metrics for the companies observed in the analysis. With respect to KBW’s Financial Impact Analysis, 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 accretive 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. With respect to KBW’s People’s United Dividend Discount Model Analysis, the Registration Statement fails to disclose: (i) the individual inputs and assumptions underlying the discount rates ranging from 10.0% to 12.0%; (ii) the projected dividends; (iii) the terminal values; and (iv) KBW’s basis for applying a multiples range of 11.0x to 13.0x. With respect to KBW’s M&T Dividend Discount Model Analysis, the Registration Statement fails to disclose: (i) the individual inputs and assumptions underlying the discount rates ranging from 10.0% to 12.0%; (ii) the projected dividends; (iii) the terminal values; and (iv) KBW’s basis for applying a multiples range of 11.0x to 13.0x. With respect to J.P. Morgan’s People’s United Public Trading Multiples Analysis, the Registration Statement fails to disclose the individual multiples and metrics for the companies observed in the analysis. With respect to J.P. Morgan’s M&T Public Trading Multiples Analysis, the Registration Statement fails to disclose the individual multiples and metrics for the companies observed in the analysis.”

 

Plaintiff even further alleged that “The Registration Statement fails to disclose the timing and nature of the past services that J.P. Morgan provided to the Company, M&T, and their affiliates that resulted in “aggregate fees recognized by J.P. Morgan from People’s United [of] approximately $35,000 and from M&T [of] approximately $4 million.” “The omission of the above-referenced material information renders the Registration Statement false and misleading.”

 

There are two claims for relief laid down by the Plaintiff. The first claim is for the alleged violation of Section 14(a) of the 1934 Act and Rule 14a-9 promulgated thereunder, against the Individual Defendants and People’s United; and the second claim is for the alleged violation of Section 20(a) of the 1934 Act against the Individual Defendants and M&T.

 

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 in the event defendants consummate the Proposed Transaction, rescind it and set it aside or award rescissory damages; direct the Individual Defendants to disseminate a Registration Statement that states all material facts required in it; and award attorney’s fees and litigation costs.

 

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Case Details Parties Documents Dockets

 

Case Details

  • Case Number:

    1:21-CV-02983

  • Filing Date:

    04/07/2021

  • 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

Andrew Van Wagoner

Defendants

Janet M. Hansen

Collin P. Baron

People's United Financial, Inc.

Jerry Franklin

Jane Chwick

Nancy McAllister

John P. Barnes

Bridge Merger Corp.

M&T Bank Corporation

John K. Dwight

Kirk W. Walters

William F. Cruger

George Carter

Mark Richards

Attorney/Law Firm Details

Plaintiff Attorney

Gina M. Serra

Attorney at Rigrodsky Law, P.A.

825 East Gate Boulevard, Suite 300

Garden City, NY 11530

 

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, against the defendant(s) John P. Barnes, Collin P. Baron, Bridge Merger Corp., George Carter, Jane Chwick, William F. Cruger, John K. Dwight, Jerry Franklin, Janet M. Hansen, M&T Bank Corporation, Nancy McAllister, People's United Financial, Inc., Mark Richards, Kirk W. Walters. Document filed by Andrew Van Wagoner. Proposed document to be reviewed and processed by Clerk's Office staff (No action required by chambers)...(Serra, Gina) (Entered: 06/01/2021)

#4

(#4) INITIAL PRETRIAL CONFERENCE: Initial Conference set for 7/14/2021 at 09:30 AM in Courtroom 11A, 500 Pearl Street, New York, NY 10007 before Judge George B. Daniels. (Signed by Judge George B. Daniels on 4/26/2021) (nb) (Entered: 04/27/2021)

#3

(#3) STATEMENT OF RELATEDNESS re: that this action be filed as related to 21-cv-02091. Document filed by Andrew Van Wagoner..(Serra, Gina) (Entered: 04/07/2021)

#2

(#2) CIVIL COVER SHEET filed..(Serra, Gina) (Entered: 04/07/2021)

#1

(#1) COMPLAINT against John P. Barnes, Collin P. Baron, Bridge Merger Corp., George Carter, Jane Chwick, William F. Cruger, John K. Dwight, Jerry Franklin, Janet M. Hansen, M&T Bank Corporation, Nancy McAllister, People's United Financial, Inc., Mark Richards, Kirk W. Walters. (Filing Fee $ 402.00, Receipt Number ANYSDC-24365166)Document filed by Andrew Van Wagoner..(Serra, Gina) (Entered: 04/07/2021)

 

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, against the defendant(s) John P. Barnes, Collin P. Baron, Bridge Merger Corp., George Carter, Jane Chwick, William F. Cruger, John K. Dwight, Jerry Franklin, Janet M. Hansen, M&T Bank Corporation, Nancy McAllister, People's United Financial, Inc., Mark Richards, Kirk W. Walters. Document filed by Andrew Van Wagoner. Proposed document to be reviewed and processed by Clerk's Office staff (No action required by chambers)...(Serra, Gina) (Entered: 06/01/2021)

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  • 04/27/2021
  • View Court Documents
  • Docket(#4) INITIAL PRETRIAL CONFERENCE: Initial Conference set for 7/14/2021 at 09:30 AM in Courtroom 11A, 500 Pearl Street, New York, NY 10007 before Judge George B. Daniels. (Signed by Judge George B. Daniels on 4/26/2021) (nb) (Entered: 04/27/2021)

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  • 04/23/2021
  • DocketNOTICE OF CASE REASSIGNMENT to Judge George B. Daniels. Judge Gregory H. Woods is no longer assigned to the case. (laq) (Entered: 04/23/2021)

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  • 04/23/2021
  • DocketCASE ACCEPTED AS RELATED. Create association to 1:21-cv-02901-GBD. Notice of Assignment to follow. (laq) (Entered: 04/23/2021)

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  • 04/08/2021
  • 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. (wb) (Entered: 04/08/2021)

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  • 04/08/2021
  • DocketNOTICE OF CASE REASSIGNMENT to Judge Gregory H. Woods. Judge Unassigned is no longer assigned to the case..(wb) (Entered: 04/08/2021)

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  • 04/08/2021
  • DocketCASE DECLINED AS NOT RELATED. Case referred as related to 21cv2091 and declined by Judge John Cronan and returned to wheel for assignment. (wb) (Entered: 04/08/2021)

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  • 04/08/2021
  • DocketCASE REFERRED TO Judge John P. Cronan as possibly related to 21cv2091. (pc) (Entered: 04/08/2021)

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  • 04/08/2021
  • DocketCase Designated ECF. (pc) (Entered: 04/08/2021)

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  • 04/08/2021
  • DocketCASE OPENING INITIAL ASSIGNMENT NOTICE: The above-entitled action is assigned to Judge Unassigned. .(pc) (Entered: 04/08/2021)

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  • 04/07/2021
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  • Docket(#3) STATEMENT OF RELATEDNESS re: that this action be filed as related to 21-cv-02091. Document filed by Andrew Van Wagoner..(Serra, Gina) (Entered: 04/07/2021)

    Read MoreRead Less
  • 04/07/2021
  • View Court Documents
  • Docket(#2) CIVIL COVER SHEET filed..(Serra, Gina) (Entered: 04/07/2021)

    Read MoreRead Less
  • 04/07/2021
  • View Court Documents
  • Docket(#1) COMPLAINT against John P. Barnes, Collin P. Baron, Bridge Merger Corp., George Carter, Jane Chwick, William F. Cruger, John K. Dwight, Jerry Franklin, Janet M. Hansen, M&T Bank Corporation, Nancy McAllister, People's United Financial, Inc., Mark Richards, Kirk W. Walters. (Filing Fee $ 402.00, Receipt Number ANYSDC-24365166)Document filed by Andrew Van Wagoner..(Serra, Gina) (Entered: 04/07/2021)

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