Coastway

Stock Symbol: 
CWAY
Case Status: 
Investigations

Ademi & O’Reilly, LLP is investigating the Board of Directors of Coastway Bancorp, Inc. (Nasdaq: CWAY) for possible breaches of fiduciary duty and other violations of Maryland law in connection with the sale of Coastway to HarborOne.

Ademi & O’Reilly, LLP alleges Coastway’s long-term financial outlook is improving and yet Coastway shareholders will receive only $28.25 for each share of Coastway common stock they own.  HarborOne is well aware of Coastway’s improving financial metrics and is purchasing Coastway at a substantial discount. The merger agreement unreasonably limits competing bids for Coastway by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should Coastway receive and accept a superior bid. Coastway insiders, their affiliates and other major shareholders own significant voting stock, and will receive millions of dollars as part of change of control arrangements, and therefore can unduly influence a sale of Coastway. Our investigation centers on the conduct of Coastway’s Board of Directors, who have unanimously approved the transaction, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for Coastway given its current financial condition and prospects.