Jaroslawicz v. M&T Bank Corp.

962 F.3d 701 (2020)

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Jaroslawicz v. M&T Bank Corp.

United States Court of Appeals for the Third Circuit
962 F.3d 701 (2020)

Facts

Hudson City Bank (Hudson) and M&T Bank Corporation (M&T) (defendants) merged in 2015. Hudson and M&T were required to get approval from the shareholders before the merger and therefore issued a joint prospectus/proxy statement (the joint proxy), which outlined the risks associated with the merger. In the section concerning the risks related to M&T, the joint proxy noted that M&T was subject to government regulation and review that could impact M&T’s business and financials. In a supplemental proxy statement, M&T also disclosed that the Federal Reserve Board had identified concerns with M&T’s compliance program, which pushed back the timeline for the merger, but M&T did not identify the specific issues with its compliance program. Some of Hudson’s shareholders (the shareholders) (plaintiffs) filed a class action, claiming that Hudson and M&T had made material misstatements or omissions in the joint proxy in violation of § 14(a) of the Securities Exchange Act of 1934 by omitting material risk factors—disclosure of which was required by Item 105 of SEC Regulation S-K—such as the specific risks associated with the regulatory review and M&T’s compliance program. The district court dismissed the claims on the pleadings, and the shareholders appealed.

Rule of Law

Issue

Holding and Reasoning (Matey, J.)

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