Board members at both HuntingtonBancshares Inc. and FirstMeritCorp. were named as defendants in five class-action lawsuits allegingbreach of fiduciary duties in regards to the merger agreement between the two, according to a FirstMeritproxy filed April 29.
The lawsuits allege that FirstMerit directors agreed to mergewith Huntington without considering the fairness of the deal terms, breaching theirfiduciary duties. They said the sale process and deal terms were inadequate andthat the board would enjoy "unique financial and other benefits" as aresult of the deal. The lawsuits seek the possible enjoinment of the merger, a directivethat FirstMerit directors find a transaction that is in the best interest of shareholders,and damages for the plaintiffs and purported class.
The filing said that the defendants believe the claims are "whollywithout merit" but warned that other potential plaintiffs could file additionallawsuits challenging the deal. Failure to resolve the cases could prevent or delaythe completion of the merger, or result in "substantial costs" to Huntingtonor FirstMerit. The merger stipulates that no injunction or decree from a court bein effect to restrain or prohibit the deal consummation.
The lawsuits were filed in the Court of Common Pleas, SummitCounty, Ohio and the U.S. District Court for the Northern District of Ohio.