Ademi LLP is investigating Sterling (Nasdaq: SBT) for possible breaches of fiduciary duty and other violations of law in its transaction with Everbank.
In the transaction, Sterling will receive $261,000,000 from Everbank, an indeterminate amount of which will be distributed to Sterling shareholders after paying or providing for the Sterling’s creditors and existing and reasonably foreseeable debts, liabilities, and obligations. Family trusts representing approximately 38% of the outstanding common stock of the Company have entered into agreements pursuant to which they have committed to vote their shares in favor of the sale transaction.
The transaction agreement unreasonably limits competing transactions for Sterling by imposing a significant penalty if Sterling accepts a competing bid. Sterling insiders will receive substantial benefits as part of change of control arrangements.