Thursday, May 5, 2022

Lawsuit aims to force Republic First annual meeting

An activist investor has filed a lawsuit against Republic First Bancorp in an effort to force the Philadelphia company to hold its annual meeting. 

The $5.7 billion-asset Republic First recently said it would delay the meeting indefinitely while independent legal counsel investigates certain related-party transactions. 

Driver Management filed a lawsuit Monday in U.S. District Court for the Eastern District of Pennsylvania seeking to compel Republic First to hold its annual meeting on May 10. 

Driver alleged in its lawsuit that the board, and not management, has the ability to hold the meeting on that date. Driver “does not believe that [Republic First’s] management has the authority to either postpone or change the date of the … meeting,” the investor said in a regulatory filing. 

A judge has given Republic First until noon on May 9 to explain why the meeting must be delayed.

Driver is looking to replace three of Republic First’s directors with its own nominees. 

The lawsuit comes at a time when another shareholder group is urging the company to hold a special meeting

George Norcross III, Gregory Braca, Philip Norcross and Avery Conner Capital Trust sent a written request to the company’s board to request the meeting. 

“Consistent with its fiduciary duties, the board, together with its advisers, is reviewing the notice,” Republic First said in a regulatory filing tied to the special meeting request.

The Norcross-Braca group, which is looking to oust Chairman and CEO Vernon Hill, recently sent a nonbinding proposal to Republic First’s investment bank offering to buy the company. 

The Norcross-Braca group also filed a lawsuit against the company, along with Hill and three other directors, alleging that efforts were under way to modify employment compensation agreements to entrench Hill as the company's leader.

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