27.11.2008 00:17:00
|
Johnson Bottini, LLP Files Class Action Lawsuit Against National City Corporation and The PNC Financial Services Group, Inc.
On November 26, 2008, on behalf of shareholders, Johnson Bottini, LLP ("Johnson Bottini”) filed a class action lawsuit in the United States District Court for the Northern District of Ohio, Eastern Division, against members of the Board of Directors of National City Corporation ("NCC” or the "Company”) (NYSE:NCC), NCC, and The PNC Financial Services Group, Inc. ("PNC”) (NYSE:PNC) in connection with their efforts to sell NCC to PNC pursuant to a Merger Agreement that was timed, negotiated, and structured in violation of defendants’ fiduciary duties and at below market prices.
Specifically, the complaint alleges that instead of complying with their fiduciary duty to maximize shareholder value for NCC’s public shareholders, defendants instead franticly scrambled to sell the Company at below market prices while tens of millions of dollars are being diverted in the form of: (i) premium payments to a NCC significant shareholder for its block of preferred shares and warrants; (ii) the acceleration of unvested options held by defendants; and (iii) the potential elimination of millions of dollars of liability arising out of defendants’ prior misconduct through a merger designed to wrest NCC shareholders of standing to maintain derivative litigation against defendants and a "deeper pocket” to indemnify them, all in exchange for agreeing to an alarming fire sale price for NCC.
The complaint further alleges a claim for violations of Section 14(a) of the Securities Exchange Act, because the defendants issued a false and misleading Definitive Proxy Statement (the "Proxy”) with the SEC on November 24, 2008. The complaint alleges that the Proxy is false and misleading because, among other things: (i) it does not properly disclose the defendants’ potential liability from the derivative lawsuits and conceals the fact that these strong claims will be extinguished for the benefit of defendants upon completion of the merger; (ii) a number of statements in the Proxy were rendered misleading because the Proxy failed to allow the shareholders to make an informed judgment about whether the price is fair; and (iii) it misleads shareholders as to the extent of due diligence NCC performed on PNC before agreeing to a percentage of PNC’s stock as consideration for NCC’s shareholders in the Merger Agreement.
The plaintiffs are represented by Johnson Bottini, which has expertise in prosecuting investor class actions and extensive experience in actions involving financial fraud. The complaint seeks to change the terms of the Merger Agreement, stop the proposed merger, or rescind the Merger Agreement. If you are a current shareholder of NCC, you may, not later than sixty (60) days from today, move the court to serve as lead plaintiff if you so choose. In order to serve as lead plaintiff, however, you must meet certain legal requirements. If you wish to discuss this action or have any questions concerning this notice or your rights or interests, please contact plaintiffs’ counsel, Frank Johnson or Derek Wilson of Johnson Bottini at 619-230-0063, or via e-mail at frankj@johnsonbottini.com or derekw@johnsonbottini.com.
Johnson Bottini is committed to providing the highest quality legal services expected at a large law firm with the efficiency and personal touch that only a small firm can offer. Both Frank Johnson and Frank Bottini are AV-rated by Martindale Hubbell and have a combined 30 years of experience in complex civil litigation. Johnson Bottini is active in major litigations pending in federal and state courts throughout the United States and has taken a leading role in many important actions on behalf of defrauded investors, consumers, and companies. The Johnson Bottini Website (http://www.johnsonbottini.com) has more information about the firm.
Wenn Sie mehr über das Thema Aktien erfahren wollen, finden Sie in unserem Ratgeber viele interessante Artikel dazu!
Jetzt informieren!
Nachrichten zu PNC Financial Services Group Inc.mehr Nachrichten
Analysen zu PNC Financial Services Group Inc.mehr Analysen
Aktien in diesem Artikel
PNC Financial Services Group Inc. | 187,00 | -0,53% |
Indizes in diesem Artikel
S&P 500 | 6 091,57 | 0,09% |