A proposed class action has been filed against First South Bancorp, Inc., its board of directors, and Carolina Financial Corporation over a stockholder’s concerns that the defendants issued a misleading proxy statement in connection with a potential merger between the two banks. The plaintiff claims the proxy is, first of all, missing information regarding both companies' financial projections and the valuation analyses performed by their financial advisors.
Secondly, the complaint claims the proxy statement fails to disclose whether another potential buyer was restricted by a confidentiality agreement from proposing a superior offer to acquire First South Bancorp.
Lastly, the suit takes issue with the statement’s alleged failure to reveal enough information about potential conflicts of interest among First South Bancorp’s board of directors and the aforementioned financial advisors, including communication regarding executives’ future employment and the advisors’ history of past services and compensation received from the defendants.
In summary, the suit argues the above information is needed for stockholders to determine whether the proposed deal is fair to them and if they should support it in the coming shareholder vote.