Valley Community Bank (fka VCBC)

[56Chevy]

There was no mention of other offers and to be fair perhaps that's because there weren't any. That's hardly likely but is certainly possible. The company isn't obligated to tell the shareholders intimate details about other bidders in a sale. But if this is the only offer management received it doesn't mean they have to take it. From all the public information I can find this bank was hardly what anyone would consider damaged goods.

Ever hear of the "Revlon Mode"?

In the landmark case Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (Del. 1986), the Delaware Supreme Court held that once the board decides to sell the company, the duty of the board changes from preserving the corporate entity to maximizing stockholder value. Once the company is up for sale, it is in Revlon mode and the board's Revlon duties are as follows:

...the directors’ role changed from defenders of the corporate bastion to auctioneers charged with getting the best price for stockholders at a sale of the company.

http://www.dypadvisors.com/2011/10/17/board-of-directors-duties-during-sale-of-company/

At what point did the VCBC BoD go into their Revlon duties?

Is 0.55 X Book the "best price"? Is that the best they could do? Is that all the bank is really worth? If so, fine..the facts are the facts but they need to tell the shareholders what those facts are..and why the bank is in such poor condition it could only be sold at a deep discount.

The bottom line is this sale brings up more questions in my mind than it answers.