Magazine article American Banker

Shareholder Sues N.Y.'S Sunrise Bancorp over Snubbing of $85 Million Buyout Offer

Magazine article American Banker

Shareholder Sues N.Y.'S Sunrise Bancorp over Snubbing of $85 Million Buyout Offer

Article excerpt

Sunrise Bancorp is fighting a lawsuit brought against it by an investor who accuses directors of neglecting shareholders' interest.

Shareholder Leslie Susser is charging that directors refused to consider an $85 million merger offer from competitor North Fork Bancorp, thereby breaching their fiduciary duty..

The lawsuit, filed in late April in Delaware Court of Chancery, alleges that directors of Farmingdale, N.Y.-based Sunrise have engaged in "concerted and continual action to entrench themselves in their lucrative positions" through provisions of company bylaws designed to prevent acquisitions.

Mr. Susser wants the court to force Sunrise officials to cooperate with potential buyers and consider any merger offers. He also wants officials to evaluate and enhance the company's value as a merger candidate, expose the company to the marketplace "to create a fair and active auction for Sunrise," and eliminate any conflicts between directors' own interests and their fiduciary duty.

The suit also calls for an injunction to bar officials from implementing any bylaws that would restrict a potential buyer.

Mr. Susser is requesting class-action status on behalf of hundreds of Sunrise stockholders, holding 3.3 million outstanding shares.

Officials of the $594 million-asset thrift dismissed the complaints.

"The company is in the process of reviewing the allegations with counsel and strongly believes the suit is without merit," said president and chief executive Joseph A. …

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