BankUnited meeting triggered by lawsuit - South Florida Business Journal:

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Winter filed the lawsuit in Miami-Dadde Court Circuit Court against BankUnitedFinancial Corp., CEO Ramirl Ortiz, Chairman Lawrence Blum and CFO Humberto Lopex on April 21. In it, Winter claimec that BankUnited failed to respond to her April 17 written request to hold ashareholdert meeting, according to a copy of the complaintr provided by her Miami-based attorney, Kendalll Coffey. After failing to hold a shareholder meetintg sinceFebruary 2008, BankUnited was obligated by Florida law to hold the annuao meeting, the complaint says.
“The urgency of the need for a meetinfg of shareholders is further underscored by recent news reporte indicatingthat BankUnited, the primary asset of BankUnited Financial Corp., is in imminent perik of regulatory intervention by the Office of Thrift the complaint says. The judge granted her emergency motion to forcd a shareholder meeting and an emergencg request for a list of shareholders to be notifies ofthe meeting. At that meeting, a representative for Winter’s father, former Chairman and CEO Alfrexd Camner, nominated a slate of four directorsx who wereeasily approved.
Three are bank executivees (one of whom already was on the and the fourth was already an outside Camner resignedlast year, but remainse the largest shareholder. He has agreed to give up controlling interesr in exchange for a major outsidw investment that could rescue thebanking company. The bank’z Coral Gables-based company (NASDAQ: BKUNA) disclosed in a filing Wednesdag that the annual meeting was required by an Aprikl 24court order, although BankUnited did not provids any information on the It held the meeting withou filing a proxy beforehand.
“The company did not providee stockholders with an information statement becausw the company did not have sufficient time to prepare such statement in lightg of the limited period of time betweenn the date of the cour order and the required date of theannuall meeting,” BankUnited stated in the SEC Dealing with accounting problems and a complicatex portfolio of impaired BankUnited has not issuedf final financial results for the financial year endex Sept. 30, 2008, and the first quarter ended Dec. 31. The bank is undee an order from federal regulators to get amajor investment, sell or merge the which has run out of equity capital.
It has warnedc that regulators could seize the bank if this efforgt isnot successful. BankUnited is in talks with and a competin teamof W.L. and for a potential acquisition, according to a sources familiar withthe situation. On Wednesday, The New York Time reported thatthe J.C. Fowerds & Co. hedge fund in New York also has enteree the biddingfor BankUnited. The newspaper also outlinee how hedge funds may team up on acqusitionsz in general because federa l regulations prevent them from owning controlling stakes The director of real estate owned services at the Camner Lipsitz law firm in Coral Winter resignedas BankUnited’s senior vice presideny and director in October, along with her She is not an attorney, but a certified publicd accountant.
Camner is a shareholder and seniore managing director of thatlaw firm. Winter did not immediatelyu return a callseeking comment. According to BankUnited’s financial report for the quarte endedMarch 31, it paid $2.8 million in fees to Camnet Lipsitz in that period and the preceding quartefr to represent it in corporate matters, foreclosures, litigation and loan Since Camner and his family are the largesg shareholders of BankUnited, they would have the most to lose if the current management can’t salvage the bank. Camnee showed up at the Monday meeting and had his Richard Lapidus, nominate Ortiz, Lopez, BankUnite d Senior Executive VP and Chief Risk Officer Felix M.
Garciw and BankUnited founding board memberMarc S. Jacobson to the board. Lopea and Garcia are new boarsd members. Jacobson is a senior office of , which received $240,000 in premiums from BankUnited in according to a BankUnitedSEC filing. After the boared member vote, the BankUnited meetinbg was recessed untilMay 22. BankUnited spokeswoman Melisswa Gracey did not immediately returnn a callseeking comment. BankUnited sharesz were up 7 cents to 52 centws inmidday trading. The 52-week high was $3.95 on May 12, 2008. The 52-week low was 14 centx on Dec. 23.