- Key insight: Comerica will have to disclose what it told its board, and when, related to its agreement to sell to Fifth Third.
- What’s at stake: The $10.9 billion acquisition of Comerica is the largest bank deal announced in 2025.
- Forward look: Fifth Third and Comerica shareholders are scheduled to vote on whether to approve the deal, or not, on Jan. 6.
Comerica , which is facing a lawsuit over how its $10.9 billion agreement to sell itself to Fifth Third Bancorp came together, will need to provide additional information, a judge said Tuesday.
The bank will have to disclose board materials, such as minutes or reports that its directors received in connection with the deal, as the activist investor HoldCo Asset Management sues both Comerica and Fifth Third in the Delaware Court of the Chancery. HoldCo will also have the opportunity to send over a couple of interrogatories, or written questions, to the defendants.
HoldCo claimed in a lawsuit filed last week that Comerica rushed to complete its sale, omitted material information in disclosures and agreed to “draconian” deal provisions. It will get the chance to argue that Comerica didn’t provide adequate disclosure about how the deal was hatched during a court hearing that will be scheduled prior to a shareholder vote.
Lawyers representing Comerica and Fifth Third did not respond to requests for comment. HoldCo and its lawyer declined to comment.
The judge, Vice Chancellor Morgan Zurn, said at a Tuesday hearing that there should also be another hearing after the shareholder vote about whether the deal should close. While Zurn said the defendants won’t be required to provide depositions for the initial proceedings, there could be such requirements for the following hearing.
But Fifth Third and Comerica may be working on a speedier timeline than previously expected. The merger deal, which was announced at the beginning of October, has been slated to close in the first quarter.
However, when Zurn said Tuesday that a hearing could be scheduled for late February or early March, a lawyer for Fifth Third, Rudolf Koch, said that “closing may be expected, if possible, earlier” than the possible dates floated by the judge.
Legal battles to stop stock-for-stock deals prior to closing are less common than efforts to hash out price concerns post-close. In a stock-for-stock deal, like the Comerica and Fifth Third transaction, fiduciary duties related to pricing can be different than in cash deals due to the potential upside from the buyer’s share price.
This year has provided a frothy dealmaking environment for bank mergers and acquisitions following a tepid consolidation landscape in 2023 and 2024. Additionally, deals have been closing more quickly, as Trump-era regulators have been taking a more merger-friendly approach than their counterparts in the Biden administration.
In the Delaware case brought by HoldCo, the next hearing in January is slated to settle whether Comerica and Fifth Third provided enough disclosure in public filings about the deal. The activist investor alleges that the lack of information about the details of another offer and about the timeline of negotiations could imply a breach of fiduciary duty to shareholders.
The Fifth Third–Comerica transaction was inked just 17 days after initial conversations between the companies’ CEOs began, according to a public filing. Comerica CEO Curt Farmer first reached out to Fifth Third CEO Tim Spence on Sept. 18, the banks have said.
Comerica said in its regulatory filing that it had received a bid from a different financial institution before it approached Fifth Third. Sources later told American Banker that the other potential buyer was Regions Financial.
Financial details and specifics about the timeframe of the other offer haven’t been disclosed.
The Comerica–Fifth Third deal is the largest bank acquisition announced this year, and the quickest to come together, at least among bigger transactions, according to an American Banker analysis of regulatory filings.
Prior to the deal’s announcement, HoldCo was a critic of Comerica, and had been pressing the bank to sell. But now the firm now claims the sales process was “flawed,” and that the Dallas-based bank didn’t properly shop for the best possible buyer.
