Share:

By Garrett Bradley, Esq. and Guillaume Buell, Esq.

Published on April 22, 2019

On April 10, 2019, a class action lawsuit was filed against SunTrust Banks, Inc. and numerous individual defendants alleging misconduct in connection with SunTrust’s acquisition by affiliates of BB&T Corporation. The case is a stockholder class action brought on behalf of public stockholders of SunTrust Banks, Inc. against SunTrust and the members of SunTrust’s Board of Directors for their violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and U.S. Securities and Exchange Commission Rule 14a-9, 17 C.F.R. § 240.14a-9, and to enjoin the vote on the proposed transaction.

The complaint alleges that the Registration Statement, which recommends that SunTrust stockholders vote in favor of the Proposed Transaction, omits or misrepresents material informationconcerning, among other things: (i) SunTrust’s and BB&T’s financial projections relied upon by the Company’s financial advisor, Goldman Sachs & Co. LLC in its financial analyses; (ii) the valuation analyses prepared by Goldman in connection with the rendering of its fairness opinion; and (iii) the background process leading to the Proposed Transaction. The failure to adequately disclose such material information constitutes a violation of Sections 14(a) and 20(a) of the Exchange Act as SunTrust stockholders need such information in order to make a fully informed decision whether to vote in favor of the Proposed Transaction.

The Complaint further alleges that unless remedied, SunTrust’s public stockholders will be forced to make a voting decision on the Proposed Transaction without full disclosure of all material information concerning the Proposed Transaction being provided to them. Plaintiff seeks to enjoin the stockholder vote on the Proposed Transaction unless and until such Exchange Act violations are cured.

The Complaint asserts that injunctive relief pursuant to Section 14(a) is appropriate to ensure defendants’ misconduct is corrected.

Thornton Law Firm is investigating the merits of this matter. Any interested investors may contact the firm’s securities litigation attorneys via email at shareholder@tenlaw.com or calling (617) 720-1333.

Thornton’s securities litigators have extensive experiencing litigating under the Securities Act of 1933 and the Securities Exchange Act of 1934. Congress passed both these laws to protect investors from securities fraud. The basic purpose of the 1934 and 1933 regulatory statutes is to protect investor confidence in the securities markets.