Investor sues Comerica over 'flawed' sale to Fifth Third

Core Viewpoint - HoldCo Asset Management is suing Comerica, claiming the bank breached its fiduciary duties to shareholders by hastily agreeing to a $10.9 billion sale to Fifth Third Bancorp, which is the largest bank deal announced in 2025 [1][2][8]. Group 1: Lawsuit Details - The lawsuit alleges that Comerica rushed the deal, omitted material information in disclosures, and agreed to "draconian deal protections" [2][12]. - HoldCo claims that the deal process was flawed and that Comerica did not adequately shop for other buyers before agreeing to the sale [4][6]. - The lawsuit was filed in the Delaware Court of Chancery and follows a report from HoldCo that criticized the deal's process [2][19]. Group 2: Transaction Timeline and Context - The agreement between Comerica and Fifth Third was finalized just 17 days after initial discussions began, making it the fastest among larger bank mergers this year [3][8]. - The next fastest deal was PNC Financial Services Group's planned $4.1 billion acquisition of FirstBank Holding Company, which took 45 days [3]. Group 3: Financial Implications - The deal implies a 20% premium for Comerica based on its 10-day volume weighted average stock price, but HoldCo argues that the price is unusually low and does not dilute Fifth Third's tangible book value [10][11]. - Fifth Third's stock has fallen 4% since the deal was announced, while Comerica's stock has risen over 10% [12]. Group 4: Management and Future Considerations - Comerica's CEO Curt Farmer is expected to become Fifth Third's vice chair and will earn $8.75 million annually, raising concerns about potential conflicts of interest [7][9]. - The lawsuit also questions the hand-off of a lucrative government contract from Comerica to Fifth Third, which occurred shortly before the acquisition discussions began [12][13]. Group 5: Legal Proceedings and Next Steps - HoldCo seeks a court ruling that Comerica's directors breached their fiduciary duties and that the provisions keeping the deal intact are invalid [19]. - Special shareholder meetings are planned for January 6 to vote on the merger agreement [20].