NBT BANCORP v. FLEET/NORSTAR


87 N.Y.2d 614 (1996)

664 N.E.2d 492

641 N.Y.S.2d 581

NBT Bancorp Inc. et al., Appellants, v. Fleet/Norstar Financial Group, Inc., Formerly Known as Norstar Bancorp, Inc., et al., Respondents.

Court of Appeals of the State of New York.

Decided March 26, 1996.


Attorney(s) appearing for the Case

Metzger, Hollis, Gordon & Mortimer (Stephen L. Teichler, Eugene J. Metzger, Douglas E. Ginsburg and Claudia G. Regen, of the District of Columbia Bar, admitted pro hac vice, of counsel) and Lee, Emerson & Dean, Norwich (Thomas C. Emerson and Aaron A. Dean of counsel), for appellants.

Cleary, Gottlieb, Steen & Hamilton, New York City (Richard F. Ziegler, Peter L. Critchell, Alex E. Miller and William M. Hohengarten of counsel), and Hinman, Howard & Kattell, Binghamton (James L. Chivers of counsel), for respondents.

Judges SIMONS, TITONE, BELLACOSA, SMITH and CIPARICK concur; Judge LEVINE taking no part.


Chief Judge KAYE.

This action by a disappointed suitor against its competitor centers on a contest between two financial institutions to acquire the same target bank. Plaintiffs (collectively NBT) and defendants (collectively Norstar) each sought a merger with Central National Bank. NBT ultimately entered into a merger agreement with Central, subject to approval of two thirds of the holders of Central's common...

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