BBCN Bancorp in Los Angeles is getting more criticism from former directors who voted against its pending purchase of Wilshire Bancorp.
The ex-directors – C.K. Hong and Kiho Choi – are taking issue with the $7.9 billion company's corporate governance and the leadership of Chairman and Chief Executive Kevin Kim. They have also accused BBCN of misleading investors about their reasons for resigning from the board last month.
BBCN, meanwhile, claims that the men only resigned after they were informed of plans to reduce the size of the board and to exclude them from the slimmed down body.
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BBCN Bancorp in Los Angeles has agreed to buy Wilshire Bancorp in Los Angeles.
December 7 -
C.K. Hong used his resignation letter to issue a scathing rebuke of the Los Angeles company's $1 billion acquisition, while claiming that he had been on a "dysfunctional board characterized by factionalism and a lack of transparency." BBCN strongly disagreed, claiming that Hong was upset that plans were already in place to remove him from the board.
January 28 -
Hanmi Financial has gone public with efforts to merge with BBCN Bancorp in a move the Los Angeles company hopes will scuttle another rumored pairing.
November 23
Choi on Friday
"In my short note to you following my resignation, I did not feel the need to revisit the disagreements I have had with you and the board during my tenure," Choi told Kim in his letter. BBCN's decision to "ignore these known disagreements … was misleading at best."
The letter was attached to an
Choi, in his new letter,
BBCN, in last week's filing, said that Hong resigned after being told about plans to essentially remove him from the board.
Choi took issue with that language, too.
"The implication that Mr. Hong resigned because he was not going to be re-nominated to the board and the quotation of a polite phrase from my message to you confirming my resignation … were obvious acts of misdirection," Choi wrote to Kim. "To be clear, my resignation, like Mr. Hong's, was because of our disagreements with the company's corporate governance practices under your leadership."
BBCN's amended filing also included
The first filing "stated that I resigned because I would not be recommended for reelection," Hong, chairman and CEO of a publicly traded technology firm, wrote in a letter to Kim. "This was obviously done to create the false impression that I resigned for reasons other than the reasons set forth in my letter to you."
Hong, who called the first filing "intolerable," also claimed that he never received a copy of that filing.
BBCN said in its amended filing that it sent a copy of the original report to Hong's business email "during regular business hours on the same day it was filed with" the Securities and Exchange Commission. BBCN said it "did not receive any notification of a delivery failure with respect to such email."
BBCN, for the first time, stated that Choi resigned after being told that he would not remain on the board. The company also pointed out that Choi's original email did not state any disagreement with its operations, policies or practices.
BBCN is set to cement its status as the nation's biggest Korean-American bank by buying the $4.7 billion-asset Wilshire.
Hanmi Financial, also in Los Angeles, made a
