Pomerantz LLP

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Banc One

Larson v. Banc One Corporation, No. 00 C 2100 (N.D. Ill.) Pomerantz LLP was co-lead counsel on behalf of Old Banc One shareholders who tendered their shares in the acquisition of First National Bank of Chicago by Banc One.  The action involved a novel use of Section 12 of the Securities Act. We alleged that our clients, Old Banc One shareholders who had exchanged their Old Banc One shares for new Bank One shares as part of a merger transaction, were entitled to rescission because Banc One, the acquiring company, had made materially misleading representations in its prospectus for the merger. When Banc One stock declined below the merger price, Old Banc One shareholders were damaged. We successfully argued that these shareholders were entitled to the market price of their shares trading at the day of the merger. Banc One represents the first case sustaining a Section 12(a) action on behalf of shareholders of a acquiring company, rather than shareholders of the acquired company. See 2004 U.S. Dist. LEXIS 7563 (N.D. Ill. Apr. 29, 2004).  After lengthy discovery, multiple motions for class certification and summary judgment, the action was settled for $29 million on behalf of the class.