National City Corporation - Securities Class Action

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Copyright (c) 2001
Stanford Law School

National City Corporation Summary: According to a November 27, 2008, press release, 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.

On December 02, 2008, this case was transferred to MDL Docket 08-nc-70014. On July 19, 2010, this action was voluntarily dismissed.

INDUSTRY CLASSIFICATION:
SIC Code: 6021
Sector: Financial
Industry: Regional Banks

COMPANY/ISSUER NAME:	National City Corporation
COMPANY/ISSUER TICKER:	NCC
COMPANY WEBSITE:	http://www.nationalcity.com

FIRST IDENTIFIED COMPLAINT IN THE DATABASE

James and Caroline Tharp, et al. v. National City Corporation, et al.

COURT: N.D. Ohio	DOCKET NUMBER: 08-CV-02794
JUDGE NAME: Hon. Donald C. Nugent
DATE FILED: 11/26/2008	SOURCE:
CLASS PERIOD START: 11/24/2008	CLASS PERIOD END: 11/26/2008
TYPE OF COMPLAINT: Complaint (Unamended and Unconsolidated)
PLAINTIFF FIRMS NAMED IN COMPLAINT:
Johnson Bottini, LLP 655 West Broadway, Suite 1400, San Diego, CA, 92101 (voice) 619.230.0063, (fax) 619.230.0063, contactus@johnsonbottini.com _____________________________________________ TOTAL NUMBER OF PLAINTIFF FIRMS: 1

DOCUMENTS FOR THE FIRST IDENTIFIED COMPLAINT
Class Action Complaint
Type: Complaint		Date on the document: 11/26/2008
Transfer Order
Type: Court Transfer Order		Date on the document: 12/02/2008
U.S. District Court Civil Docket
Type: Docket		Date on the document: 12/02/2008

REFERENCE COMPLAINT

James and Caroline Tharp, et al. v. National City Corporation, et al.

COURT: N.D. Ohio	DOCKET NUMBER: 08-NC-70014
JUDGE NAME: Hon. Solomon Oliver, Jr
DATE FILED: 12/02/2008	SOURCE:
CLASS PERIOD START: 11/24/2008	CLASS PERIOD END: 11/26/2008
TYPE OF COMPLAINT: Complaint (Unamended and Unconsolidated)
PLAINTIFF FIRMS NAMED IN COMPLAINT:
Johnson Bottini, LLP 655 West Broadway, Suite 1400, San Diego, CA, 92101 (voice) 619.230.0063, (fax) 619.230.0063, contactus@johnsonbottini.com _____________________________________________ TOTAL NUMBER OF PLAINTIFF FIRMS: 1

DOCUMENTS FOR THE REFERENCE COMPLAINT
Notice Of Dismissal Under Fed. R. Civ. P. 41(a)(1)(A)(i)
Type: Notice		Date on the document: 07/19/2010
Notice Of Dismissal Under Fed. R. Civ. P. 41(a)(1)(A)(i) [Marginal Order]
Type: Order		Date on the document: 07/21/2010
U.S. District Court Civil Docket
Type: Docket		Date on the document: 07/21/2010

OTHER DOCUMENTS
Class Action Complaint - Demand for Jury Trial
Case Name and/or Number: Peter Vadas, et al. v. National City Corporation, et al.
Type: Complaint		Date on the document: 01/07/2009
Notice of Dismissal
Case Name and/or Number: Peter Vadas, et al. v. National City Corporation, et al.
Type: Order		Date on the document: 05/19/2010
U.S. District Court Civil Docket
Case Name and/or Number: Peter Vadas, et al. v. National City Corporation, et al.
Type: Docket		Date on the document: 05/19/2010

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