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Posted on 01/30/2026 9:44:36 AM PST by SunkenCiv
A Delaware Court of Chancery judge has rejected a motion from activist investor HoldCo Asset Management that sought to legally block Fifth Third's acquisition of Comerica.
On Jan. 14 -- the day after the deal had received all necessary regulatory approvals and a Feb. 1 closing date was set -- HoldCo filed an emergency motion for temporary restraining order to stall the merger's closing. Vice Chancellor Morgan T. Zurn denied HoldCo's motion Friday.
"Enjoining a premium merger on the eve of closing will introduce substantial delay and uncertainty," Zurn wrote in a Monday filing explaining her denial. "While HoldCo mourns a topping bid that never appeared, an injunction may very well deprive stockholders of Fifth Third's certain premium that they chose to accept."Dive Insight:In her explanation, Zurn referred to a temporary restraining order as "an extraordinary remedy" that is "not granted lightly."
HoldCo would have needed to demonstrate that the merger agreement's deal protection provisions "are colorably illegal or inequitable; and that closing a premium deal approved by Comerica's stockholders, in the absence of any other bidder, would irreparably harm those stockholders rather than benefit them," Zurn wrote...
In July 2025, Fort Lauderdale, Florida-based HoldCo pushed Comerica to sell itself to a larger bank, accusing the lender of making "disastrous decisions" and having "objectively poor performance." The hedge fund named Cincinnati-based Fifth Third as a potential buyer.
In October, Fifth Third announced it would acquire Comerica for $10.9 billion. But HoldCo blasted Comerica over the merger agreement and faulted the Dallas-based bank for ignoring a bid from another suitor, reported to be Regions...
In December, Comerica provided more information after the judge ordered the bank to do so.
(Excerpt) Read more at finance.yahoo.com ...
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Most of the rest of the 'fifththird' and 'comerica' keywords, sorted:
So Toledo is buying Detroit.
Remember the River Raisin.
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