2redress the wrongful adoption and discriminatory application of amendments tocertain director qualification by-laws. Plaintiffs John Palmer and Richard Lashley,through PL Capital, LLC, PL Capital Advisors, LLC, Goodbody/PL Capital, LLC,Financial Edge Fund, L.P., Financial Edge-Strategic Fund, L.P., Goodbody/PLCapital, L.P., PL Capital/Focused Fund, L.P. (collectively, the “PL Capital Group,”and with Palmer and Lashley, the “Plaintiffs”), own 6.9% of Orrstown’s commonstock, rendering the PL Capital Group Orrstown’s largest shareholder. Thecomplaint seeks relief against the Orrstown Board of Directors – defendantsThomas Quinn, Joel Zullinger, Jeffrey Coy, Anthony Ceddia, Mark Keller, AndreaPugh, Gregory Rosenberry, Glenn Snoke, Floyd Stoner and John Ward(collectively, the “Orrstown Board” or the “Board”) – for the Orrstown Board’sbreach of its fiduciary duties owed to the Company and for the Board’sfundamentally unfair deprivation of, and tortious interference with, Plaintiffs’ andother investors’ core shareholder rights.2.
Orrstown is a company in crisis. In 2011, Orrstown’s regulators, theFederal Reserve Bank of Philadelphia (the “FRB”) and the PennsylvaniaDepartment of Banking, Bureau of Commercial Institutions (the “Department of Banking” and, collectively with the FRB, the “Regulators”), issued a Joint Reportof Examination finding, among other things, that the Company’s wholly ownedsubsidiary Orrstown Bank (the “Bank”) had, among other things, “engaged in
Case 1:13-cv-00047-CCC Document 1 Filed 01/07/13 Page 2 of 38