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First United Clarifies Driver's Misleading Statements Regarding Regulatory Actions
Driver Mischaracterizes Settlement with Regulator that Found Sufficient Evidence of Violations of Maryland Law Vote on the BLUE Proxy Card Today for First
About this update from First
[{"type":"text","content":"Driver Mischaracterizes Settlement with Regulator that Found Sufficient Evidence of Violations of Maryland Law\n Vote on the BLUE Proxy Card Today for First United's Highly Qualified Candidates: John W. McCullough; John F. Barr; Brian R. Boal; and Marisa A. Shockley\n First United Reminds Shareholders to Revoke Votes on Driver's WHITE Card by Voting on First United's BLUE Card\n\n\nOAKLAND, Md., May 27, 2020 /PRNewswire/ -- First United Corporation (NASDAQ: FUNC) (\"First United\" or the \"Company\"), a bank holding company and the parent company of First United Bank & Trust (the \"Bank\"), today issued the below statement in response to Driver Management Company LLC's (\"Driver\") press release filed on May 26, 2020:\nDriver has issued another misleading message to shareholders of First United. Yesterday, Driver inaccurately characterized its negotiated Settlement Agreement and Consent Order with the Maryland Commissioner of Financial Regulation (the \"Maryland Commissioner\") as an exoneration, or proof that it did not violate Maryland law. The settlement Driver references is one in which the regulator simply agreed not to take enforcement action against Driver, as long as Driver, among other things, agreed to not violate Maryland law going forward. \nImportantly, shareholders should be aware of the actual facts: on May 14, 2020, the Maryland Commissioner notified Driver that the Maryland Commissioner had concluded his investigation and that his staff found sufficient evidence to find that Driver violated Maryland's stock acquisition statute, the remedy for which is a five-year prohibition on Driver voting its shares. This letter noted that a copy was being sent to First United so that First United could consider the impact of the Maryland Commissioner's conclusion on the upcoming annual meeting of shareholders. This voting prohibition is required by statute if a violation of Maryland's stock acquisition statute is found to exist. \nDriver's settlement agreement with the Maryland Commissioner does not resolve the issue of whether Driver's violation of the stock acquisition statute prohibits it from voting its shares for a period of five years, including at the upcoming annual meeting. Nor does it resolve the issue of whether Driver's nominations are valid under First United's bylaws or Maryland law. We asked a Maryland State C...