According to the Complaint, Hudson City Bancorp, Inc. is a community bank that was founded in 1868, and has grown to become the largest thrift institution headquartered in New Jersey. It is a publicly-traded company, and is incorporated in Delaware.
On August 27, 2012, Hudson City announced that it would merge with Defendant M&T Bank Corporation, a bank located in Buffalo, New York whose focus is different than that of Hudson City (the “Merger”). M&T mainly focuses on commercial banking, and trust services.
The Merger was to be effected pursuant to a merger agreement dated August 27, 2012 (the “Merger Agreement”). Before it could close, the Merger required approval of the shareholders of Hudson City at a meeting which was scheduled to be held on April 18, 2013. At that meeting the Merger was approved, but did not close for two and a half years, due to regulatory concerns and legal compliance issues affecting M&T. The Complaint alleges that these legal compliance issues were not fully and fairly disclosed prior to the Merger vote. It was not until September 30, 2015 that federal regulators approved the Merger, which is now expected to close by November 1, 2015.
Plaintiff asserts herein the following claims on behalf of the Class: (a) a claim for negligent violation of the Section 14(a) of the Exchange Act and Rule 14a-9 against M&T and its directors and CFO; (b) a claim for negligent violation of these proxy laws against Hudson City and its directors; (c-d) claims against the directors of M&T and
Hudson City as “control persons” under Section 20(a) of the Exchange Act; and (e) a claim for breach of fiduciary duty against Hudson City’s directors.
On January 8, 2016, the Court issued an Order appointing Lead Plaintiff and Counsel. Lead Plaintiffs filed an amended Complaint on February 19. Defendants filed a Motion to Dismiss the amended Complaint on April 19. On March 30, 2017, the Court issued an Order granting Defendants' Motion to Dismiss. Lead Plaintiffs were given leave to amend some of the claims.
On April 20, 2017, Lead Plaintiffs filed a second amended Complaint. On May 26, Defendants filed a Motion to Dismiss the second amended Complaint. On October 27, the Court issued an Order granting Defendants' Motion to Dismiss. Lead Plaintiffs were given leave to amend the Complaint.
On November 17, 2017, Lead Plaintiffs filed a Notice stating that they would not file a third amended Complaint, but would stand upon the existing pleading and appeal the Court's October 27, 2017 Order. On December 12, Lead Plaintiffs filed a Notice of Appeal.