In re Washington Banking Company Shareholder LitigationCase No. 13-2-38689-5 SEAKing County Superior CourtSeattle, Washington We represented Washington Banking Company against an attempt to enjoin a merger between Heritage Financial Corporation and Washington Banking by a purported class of shareholders, claiming damages in the event the merger was consummated. Plaintiffs alleged that Washington Banking and the individual defendants breached fiduciary duties to Washington Banking shareholders by approving the merger. We moved to dismiss the consolidated and amended complaint on the grounds that: (1) the plaintiffs’ class action was, in substance, a shareholder derivative claim, and should be dismissed because plaintiffs failed to make a pre-suit demand on Washington Banking’s Board of Directors, and (2) plaintiffs’ exclusive remedy was appraisal, not an action for breach of fiduciary duty. While our motion to dismiss was pending, the parties agreed to settle the action on favorable terms. We successfully positioned the case for a favorable settlement through our aggressive motion for dismissal – a strategic move that many defense firms do not take. We also successfully opposed plaintiffs’ motion for broad expedited discovery, resolving the motion for such discovery through an agreement to produce a limited amount of materials, which ultimately totalled just over 100 pages and involved no depositions. We also negotiated a very low monetary recovery for plaintiffs’ counsel – several hundred thousand dollars below what they claimed was the “market” recovery for a case like this. The court approved the settlement and plaintiffs’ attorneys’ monetary award in February 2015. |