We are investigating the Board of Directors of CUNB (Nasdaq: CUNB) for possible breaches of fiduciary duty and other violations of California law in connection with the sale of CUNB to PacWest.
We are alleging that CUNB’s long-term financial outlook is improving and yet CUNB shareholders will receive the equivalent of $39.45 per share. PacWest is well aware of CUNB’s improving financial metrics and is purchasing CUNB at a substantial discount. The merger agreement unreasonably limits competing bids for CUNB by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should CUNB receive and accept a superior bid. CUNB 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 CUNB. Our investigation centers on the conduct of CUNB’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 CUNB given its current financial condition and prospects.