On February 7, 2024, the Firm secured a major victory for client M&T Bank Corp. in the United States District Court for the District of Delaware in connection with a proposed investor class action related to the $3.7 billion merger between M&T Bank and Hudson City Bancorp Inc. Revisiting his own prior order from August 2023 that granted in part and denied in part plaintiffs’ motion for class certification, U.S. Circuit Judge Evan Wallach, sitting by designation in the District of Delaware, held that plaintiffs failed to meet the class certification requirements of Rule 23.
Plaintiffs, former shareholders of Hudson City Bancorp, filed suit in 2015 alleging violations of Section 14(a) of the Securities Exchange Act of 1934. Among other things, plaintiffs claimed that defendants failed to disclose material information about the regulatory risks related to the merger, which was ultimately delayed for over two years. In rejecting plaintiffs’ efforts at class certification, the Court ruled that “Plaintiffs have failed to satisfy their burden in their Motion for Class Certification regarding the commonality and predominance” requirements of Rule 23 for the proposed class, vacating the earlier order.
The Simpson Thacher team included Jonathan Youngwood, Janet Gochman, Katherine Hardiman Sherwood, Noah Gimbel, Pierce MacConaghy, Margerite Blase and Miranda Hernandez.