Shareholder merger challenge ends in appellate victory for Keefe, Bruyette & Woods

In re Talmer Bancorp Shareholder Litigation (Michigan Circuit Court, County of Oakland; Michigan Court of Appeals). Manatt secured a major appellate victory for Keefe, Bruyette & Woods in consolidated putative shareholder class actions filed in Michigan. After the $1.8 billion merger of Chemical Financial Corporation (Chemical) and Talmer Bancorp, Inc. (Talmer), in which Talmer retained KBW as its financial advisor, shareholders filed two putative class actions, the first asserting claims for breach of fiduciary duty against Talmer’s board of directors, and the second against KBW for aiding and abetting those alleged breaches. The shareholder plaintiffs appealed, but—in a matter of first impression in the state—Manatt successfully persuaded the Michigan Court of Appeals to affirm in a published opinion the lower court’s orders granting summary disposition to KBW and the board of Talmer.


Keefe, Bruyette & Woods

Service Type

Appellate, Class Action Litigation, Commercial / General Litigation, Financial Services Litigation


Financial & Insurance Services, Investment Banking


Michigan Circuit Court, County of Oakland


New York


Wendy Potts