California law firm files class action suit over CVPS sale

first_imgRobbins Geller Rudman & Dowd LLP has announced that a class action has been commenced in the United States District Court for the District of Vermont on behalf of a proposed class of Central Vermont Public Service Corp CV +0.21% shareholders who held CVPS shares during the period beginning May 30, 2011 through and including the closing of the proposed acquisition of CVPS by Gaz Metro Limited Partnership (“Gaz Metro”).Those who wish to serve as lead plaintiff must move the Court no later than 60 days from today. If they wish to discuss this action or have any questions concerning this notice or their rights or interests, they may contact plaintiffs’ counsel, Darren Robbins of Robbins Geller at 800/449-4900 or 619/231-1058, or via e-mail at djr@rgrdlaw.com(link sends e-mail). A member of this class may view a copy of the complaint as filed or join this class action online at http://www.rgrdlaw.com/cases/cvps/(link is external) . Any member of the putative class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member.The complaint charges CVPS and its Board of Directors with breaches of fiduciary duty and aiding and abetting breaches of fiduciary duty under Vermont state law, and CVPS, the Board and Gaz Metro with violations of the Securities Exchange Act of 1934 (“1934 Act”). CVPS operates as an electric utility company.The complaint alleges that the Board, aided and abetted by CVPS, in bad faith and for self-interested reasons, tilted the sales process for the Company in favor of Fortis Inc. and against Gaz Metro and thereby obligated the Company to improperly pay Fortis a termination fee of $19.5 million when the merger agreement with Fortis was later terminated after Gaz Metro made a superior proposal that was accepted by the Board. The end result of CVPS and the Board’s misconduct was to destroy shareholder value in the same amount of the termination fee, or approximately $1.57 per share. The complaint seeks damages for the Board’s breaches of fiduciary duty in this regard.The complaint further alleges that on August 29, 2011, CVPS filed a Form DEFM 14A Proxy Statement (the “Proxy”) that omitted or misrepresented material information regarding the proposed Fortis and Gaz Metro acquisitions in violation of 14(a) and 20(a) of the 1934 Act and in contravention of the Board’s fiduciary duties under state law. The Proxy fails to disclose, among other things, material information regarding: (i) the Company’s current and future value; (ii) details about the sales process, including details concerning the favored treatment of Fortis, and the conflicts of interests faced by the persons involved; and (iii) the financial analysis conducted by the Company’s financial advisor. Without this material information, the Company’s public shareholders are precluded from casting a fully informed vote. The complaint seeks injunctive relief in connection with defendants’ violations of 14(a) and 20(a) of the 1934 Act.Plaintiffs seek injunctive, monetary and other equitable relief on behalf of all shareholder of CVPS who held CVPS common stock during the period beginning May 30, 2011 through and including the closing of the proposed acquisition of CVPS by Gaz Metro (the “Class”). The plaintiff is represented by Robbins Geller, which has expertise in prosecuting investor class actions and extensive experience in actions involving financial fraud.Robbins Geller, a 180-lawyer firm with offices in San Diego, San Francisco, New York, Boca Raton, Washington, D.C., Philadelphia and Atlanta, is active in major litigations pending in federal and state courts throughout the United States and has taken a leading role in many important actions on behalf of defrauded investors, consumers, and companies, as well as victims of human rights violations. The Robbins Geller Web site ( http://www.rgrdlaw.com(link is external) ) has more information about the firm.SOURCE: Robbins Geller Rudman & Dowd LLP SAN DIEGO, Sep 15, 2011 (BUSINESS WIRE) — http://www.rgrdlaw.com/cases/cvps(link is external)last_img read more

Does your credit union board represent your members and your future?

first_imgAs the financial services industry becomes more competitive and credit unions continue to face regulatory and economic pressures, having effective board leadership is essential to surviving the challenges that lie ahead. However, according to a CUNA White Paper, “Effective Credit Union Board Succession Planning,” most credit unions do not have a reliable system (or inclination) for attracting the next generation of board members.Having directors who are not fully engaged or who do not represent the interests of all stakeholders can negatively impact a credit union’s ability to make prudent business decisions and meet its strategic objectives. What’s more, if directors don’t possess the basic knowledge required to understand the institution’s financial and accounting practices, or neglect to complete their fiduciary responsibilities, the consequences could result in potential regulatory action, or in the worst cases, cause the institution to fail.Setting the stage for successful board succession planningMaintaining a roster of board members that can lead your credit union for the long-term doesn’t happen organically. It takes planning by existing internal and external leadership, as well as a commitment to staying agile in constantly changing regulatory, business, economic and technology environments.Following are steps you can take to create and maintain effective board leadership:Set board diversity goals to better serve member demographicsFor credit unions that were originally chartered as a Select Employee Group (SEG), board membership was fully representative of that segment. However, in many cases, as new member groups were added, board leadership continued to recruit similar candidates – (friends, members of the same civic organizations, clubs, churches, etc.) to preserve their circle.Take a look at your board membership. Does it accurately reflect your membership demographic today or does it look more like the profile of 20 or 30 years ago? If current director selection practices are merely perpetuating more of the same, it is time to identify what the board should look like, along with the skills and expertise it will need going forward to successfully thrive in an ever-changing marketplace.Cast a wide recruiting netDiversifying board membership requires widening the search beyond the traditional means of recruiting new candidates with the same profile as existing directors. But your efforts will pay off. Not only will more diversity interject new, forward-thinking perspectives to leadership discussions, it can also increase membership from demographic groups that didn’t see a place for themselves in your institution, based on the previous leadership profile.Institutionalize a board succession planning processIf you don’t make succession planning an on-going board objective, it will most likely get passed over by other seemingly more pressing needs. By sticking to a plan that specifies policies regarding board member diversity guidelines, industry/financial knowledge, community involvement requirements and term limits, you can define across-the-board expectations and spend more time dealing with issues regarding the institution’s long-term success.Implement director self-evaluationsWhile it is difficult for board members to evaluate their peers, overlooking poor performance, a lack of commitment or minimal participation in meetings does not serve the best interest of the organization or its members. Setting expectations for board involvement – along with performance standards and a strict peer review process – are keys to maintaining a strong organization.Require continuing education for all board members.While there are currently no requirements for earning professional education credits, Board members should have the knowledge necessary to make informed decisions on the credit union’s behalf. This includes the ability to read and understand a balance sheet, along with current knowledge of technology and compliance issues, such as Regulation E and the Bank Secrecy Act that could have regulatory implications for the institution. The pros and cons of term limitsWhile instituting mandatory retirement age and term limits are sure ways to add new members to the board roster on a scheduled basis, doing so can be problematic for a number of reasons. A board member who is very knowledgeable and involved at age 78 can be much more valuable to the institution than a member in his or her 40s who doesn’t have the expertise or commitment to serve in the same capacity. Likewise, while setting term limits is seen as a way to ensure that board members are objective and independent from institutional leadership, it doesn’t take into account the talent and commitment that can be lost when certain members are forced to step down.Strong board leadership paves the way for a solid futureFinding and maintaining a strong board is an on-going leadership challenge that requires credit union CEOS and board chairmen to work together to understand the needs of their membership community, identify leadership potential in their midst and ensure that sitting board members are providing value to the institution. In today’s rapidly changing environment, staying the course isn’t an option for a credit union that intends to be in the game for the long term. 18SHARESShareShareSharePrintMailGooglePinterestDiggRedditStumbleuponDeliciousBufferTumblr,Keith Hughey Keith joined JMFA in 2012, with more than 35 years of consulting and managerial experience. Until founding his own practice, J. Keith Hughey Company in 2008, he was a principal … Web: www.JMFA.com Detailslast_img read more