Ademi LLP is investigating Sterling (NYSE: STL) for possible breaches of fiduciary duty and other violations of law in its transaction with Webster.
Ademi LLP alleges Sterling’s financial outlook is excellent and yet Sterling shareholders will receive only 0.463 of a Webster share for each share of Sterling stock they own. The merger agreement unreasonably limits competing bids for Sterling by prohibiting solicitation of further bids, and imposing a termination penalty if Sterling accepts a superior bid. Sterling insiders will receive millions of dollars as part of change of control arrangements. We are investigating the conduct of Sterling’s board of directors, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for Sterling.