AmeriServ Financial announced that it has filed a lawsuit in the Court of Common Pleas of Cambria County, Pennsylvania, against Driver Opportunity Partners I LP, its founder and managing member, J. Abbott R. Cooper, and Driver’s purported director nominees Julius Rudolph and Brandon Simmons. The lawsuit seeks declaratory judgement that Driver’s purported notice of intent to nominate director candidates at the company’s 2023 annual meeting of Shareholders is invalid and that Driver be enjoined from soliciting proxies in connection with the annual meeting. As previously announced, AmeriServ’s board of directors determined that the purported Notice contains material defects, including omitting that one nominee’s family members have sizable financial relationships with the company. Additionally, Driver’s purported nomination of Cooper does not comply with the company’s interlocks bylaw that prohibits board members and nominees from, among other things, maintaining concurrent directorships at other depository institutions. Based on publicly available information, Cooper is becoming a director of New York-based The First of Long Island Corporation, the parent company of The First National Bank of Long Island. AmeriServ is bringing this action to protect the Company and its stakeholders, including all shareholders. The board believes allowing Driver to disregard AmeriServ’s bylaws and run a costly, distracting proxy contest to advance what appears to be its own short-term agenda runs counter to shareholders’ best interests. When deciding to authorize this action, the board took into account Driver’s explicit threat to imminently sue AmeriServ and Driver’s history of using litigation to advance its own economic interests at the expense of its fellow shareholders.
Published first on TheFly
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