The joint efforts of the Transactional and Litigation practice groups from Bingham Greenebaum Doll LLP achieved significant results for firm client First Merchants Corporation (“FMC”). This is a great example of synergy to achieve client results.
Beginning in April 2013, Dave Prechtel, Jeremy Hill and Jon Wright negotiated the terms of a $140M merger agreement between FMC and CFS Bancorp (“CFS”) pursuant to which FMC acquired CFS. Both parties were NASDAQ companies so the transaction required a registration statement and joint proxy statement to be filed with the SEC and several bank regulatory applications. Bingham Greenebaum Doll transactional team successfully navigated the required documents, filings and approvals and was able to close the merger last November.
Shortly after the proposed merger was made public, an East Coast law firm specializing in securities litigation issued a press release criticizing the merger. Within days, they filed a shareholder class action against CFS and its directors and against FMC in U.S. District Court in the Northern District of Indiana alleging, among others, securities violations and breach of fiduciary duties and seeking to enjoin the merger.
The litigation defense team of Dave Tittle, Alex Gude, Bri Clark and Greg Neibarger represented FMC and, utilizing the Private Securities Litigation Reform Act, quickly defeated Plaintiffs expedited discovery and injunction motions, which allowed the merger to take place as scheduled. Ultimately, the Plaintiff’s attorneys relented by dismissing the entire case.
In yet another matter for FMC, a bank customer filed a proposed two-state class action lawsuit in Delaware County, Ind., challenging the bank’s debit card posting policies and overdraft fees. The litigation group including Dave Tittle, Greg Neibarger, Bri Clark and Ashley Paynter removed the case to U.S. District Court in Indianapolis where they filed motions to stay the class action based on an arbitration clause in the bank customer’s account agreement. On Nov. 5, 2013, the Court entered an order staying the case pending fulfillment of the arbitration agreement.
The resolution of these two client matters are an excellent example of the synergy that can be achieved when practice groups work together. It is also a great testament to Bingham Greenebaum Doll LLP’s commitment to client service.