How would you like to be a fly on the wall at Carver Bancorp's next directors' meeting?
On Monday, after a months-long fight, Carver appointed dissident shareholders Kevin Cohee, chairman of Boston Bank of Commerce, and his wife, Teri Williams, to its board.
In exchange Boston Bank's BBC Capital Markets, which owns 7.4% of Carver, promised to drop a lawsuit claiming the New York company had tried to rig an election to keep the two off the board.
But the pact hardly thawed the frosty relations between the Bostonians and Carver CEO Deborah S. Wright, a law school classmate of Mr. Cohee's. Within hours of the announcement the two sides were butting heads over the makeup of the new board.
The tug-of-war began more than a year ago when the Boston company made a bid to buy $470 million-asset Carver, the nation's largest African-American-owned thrift company. Rebuffed in that effort and frustrated by Carver's lackluster earnings and stock price, Mr. Cohee and Ms. Williams nominated themselves to the board.
At an election in February the dissidents were up against Carver's nominees, incumbents David Jones and David Dinkins, a former New York mayor. Carver said its slate narrowly won, but a judge ruled in April that 86,000 shares voted in favor of the slate were invalid. Minus those shares, Mr. Dinkins and Mr. Jones would have lost the election.
Robert Patrick Cooper, general counsel at the $138 million-asset Boston bank, said that he had expected Mr. Cohee and Ms. Williams to replace Mr. Jones and Mr. Dinkins on the eight-member board. Instead, Carver expanded the board to 10 members.
Carver's officers and directors "are showing their stripes," Mr. Cooper said. "You can be sure we will voice our concerns at our first board meeting."
Ms. Wright dismissed Mr. Cooper's claims. She said the Boston contingent knew that Carver was expanding the board and that Carver's bylaws permit directors to do so.
"The Cohees are trying to rewrite the settlement agreement in the press," Ms. Wright said. "They are purposely distorting the facts to advance their own agenda."