California BanCorp

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Ademi LLP is investigating California BanCorp (Nasdaq: CALB)  for possible breaches of fiduciary duty and other violations of law in its transaction with Southern California Bancorp.

In the transaction, California BanCorp shareholders will receive only 1.590 shares of Southern California Bancorp common stock. As a result of the transaction, Southern California Bancorp shareholders will own approximately 57.1% of the outstanding shares of the combined company and California BanCorp shareholders will own approximately 42.9% of the outstanding shares of the combined company. The transaction agreement unreasonably limits competing transactions for California BanCorp by imposing a significant penalty if California BanCorp accepts a competing bid. California BanCorp insiders will receive substantial benefits as part of change of control arrangements.

We are investigating the conduct of California BanCorp’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.