© 2015 The Texas Lawbook.
By Natalie Posgate
(March 19) – A team of Vinson & Elkins lawyers on Wednesday scored a settlement agreement with PL Capital Group to withdraw its proxy contest with V&E’s client, Old Point Financial Corporation.
In return, Hampton, Virginia-based Old Point will nominate William F. Keefe to the company’s board of directors. With the addition of Keefe, the board will have 13 members.
PL Capital is a Chicago-based hedge fund that owns 6.1 percent of Old Point’s stock. PL Capital specializes in seeking out stakes in U.S. banks and thrifts that it deems undervalued and participates in the long-term consolidation of the banking industry. Principals of the hedge fund also engage in shareholder activism, including proxy contests, board representation, shareholder proposals and other measures.
Old Point is the parent company for the Old Point National Bank of Phoebus, a locally owned and managed community bank in Virginia.
According to a Dec. 31, 2015 company filing to the U.S. Securities & Exchange Commission, PL Capital submitted notice of its intent to nominate Keefe as a director at PL Capital’s 2016 annual stockholder meeting. Keefe currently serves as the senior portfolio manager of New Jersey-based investment firm TSP Capital Management Group.
Unlike the fate of some other companies that have been hit with shareholder activist challenges, Old Point’s settlement came through before the possibility of a lawsuit arose.
A team of predominately Texas-based lawyers from Vinson & Elkins represented Old Point in the settlement, along with the Atlanta based law firm, Troutman Sanders. M&A partner Kai Liekefett and counsel Shaun Mathew led the V&E team. Liekefett serves as head of the firm’s shareholder activist response team, which advises target companies involved in proxy contests, vote no campaigns, hostile takeover attempts, and other challenges.
Texas-based lawyers that Liekefett and Mathew received assistance from included Houston associates Shauna DiGiovanni and Eryn Roberts, as well as Dallas associate Missy Spohn. Attorneys from the firm’s New York office were also involved.
Milwaukee law firm Foley & Lardner represented PL Capital.
V&E announced yesterday that Liekefett is leading another proxy contest for the Minnesota-based midstream energy company, Dakota Plains Holdings, which is in a battle with the Connecticut hedge fund, Lone Star Value Management. The proxy contest sparked yesterday after Lone Star Value announced that it has nominated five candidates to be elected to Dakota Plains’ board of directors at the company’s upcoming annual meeting.
Dakota Plains issued a statement in response, noting that the last time it appointed a board member nominated by Lone Star Value, William DeRosa, he “violated his fiduciary duties to all stockholders and committed unlawful acts by sharing material non-public information.”
The statement said that DeRosa resigned from the board because of his breach of fiduciary duty and will stand trial in court for his actions later this year.
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