Capitol Bancorp, Limited ("Capital" or the Company) is a financial/retail banking company in the United States.

The original class action lawsuit seeks remedies under the Securities Act of 1933, the Securities Exchange Act of 1934 and California statutory and common law causes of action. Specifically, the Complaint charges Defendants Capitol and the Chairman and CEO of Capitol violated sections 11 and 15 of the Securities Act, 10(b), 14(e) and 20(a) of the Exchange Act, and Rule 10b-5, and California law by issuing a series of material misrepresentations and/or omissions to class members in a registration statement/tender offer filed with the Securities Exchange Commission as well as in other documents.

The Complaint alleges that on or about June 30, 2005, Defendant Capitol completed an offer to exchange shares of the common stock of Napa Community Bank ("NCB"), its controlled subsidiary, for shares of Capitol common stock. In a Form S-4 registration statement that became or was declared effective, Capitol offered to purchase all shares of all outstanding NCB common stock not already owned by Capitol for Capitol's common stock, at a purchase price of 150% of the claimed book value of NCB shares as of May 31, 2005. Pursuant to that exchange offer, Capitol acquired 404,384 shares of NCB common stock from members of the Plaintiff class in exchange for shares of Capitol common stock. The purported book value of NCB stock on that date was approximately $10.545 per share; accordingly, the exchange offer was made for a purchase price of $15.817 per share. That price was substantially below the fair market value of NCB common stock as a direct result of the misrepresentations and omissions of material fact made by the Defendants.

On July 31, 2006, the Plaintiffs filed an Amended Complaint. Defendants responded with a motion to dismiss on August 30. On October 27, the Court issued an Order granting Defendants' Motion to Dismiss. Plaintiffs were given leave to amend the Complaint.

Lead Plaintiff entered a notice with the intent to not re-file on November 21, 2006. The Court entered a Judgment against the Plaintiffs and in favor of Defendants dismissing the case with prejudice on December 13.

Plaintiffs filed a notice appealing the Court's Dismissal Order and Judgment on January 10, 2007. On January 13, 2009, the Court of Appeals affirmed the ruling of the District Court.