During mediation, counsel for the acquirer retained Cornerstone Research and Professor Christopher James of the University of Florida to analyze this complex two- step transaction. When a large bank acquired a 51 percent share of a smaller bank, it agreed to wait two years before initiating discussions regarding the acquisition of the remaining 49 percent share. However, the proposed acquisition of the remaining stake was announced approximately one and a half years later. Minority shareholders of the target bank sued the acquirer claiming that the going-private discussion was initiated too early and that the target’s committee that negotiated the 49 percent transaction was controlled by the acquirer. For this reason, the plaintiffs alleged that the sale price in this transaction was too l

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