SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

       DIVISION OF
CORPORATION FINANCE

March 26 , 2020

J. Abbott R. Cooper
Managing Member
Driver Management Company LLC
250 Park Avenue – 7th Floor
New York, New York 10177

 Re: First United Corporation
PREC 14A filed by Driver Management Company LLC , et al.
Filed March  26, 2020
  File No.  000-14237

Dear Mr. Cooper :

We have reviewed the above -captioned filing, and have the following comments.  Some
of our comments may ask for additional information so we may be tter understand the disclosure.

Please respond to this letter by amending the filing and/or by providing the requested
information.  If you do not believe our comments apply to your facts and circumstances and/or
do not believe an amendment is appropriate, ple ase tel l us why in a written response.

  After reviewing any amendment to the filing and any information provided in response to
these comments, we  may have additional comments.

Preliminary Proxy Statement filed under cover of Schedule 14A

General

1. Please refer to the following statement appearing on page t wo:  “[a] s of the date hereof ”, the
participan ts beneficially owned 366,21 2 shares of  Common Stock.  Assuming that the term
“hereof” as used in this context relates to the approximate date upon which the proxy
statement is expected to be mailed, and that date is at present unknown, please advise us,
with a view toward revised disclosure, how this amount will be affirmed.

2. Please advise us when the participants anticipate distributing their proxy statement.  Given
that reliance on Rule 14a -5(c) is impermissible at any ti me before the registrant distributes its
proxy statement, the participants will accept all legal risk in connection with distributing the
initial definitive proxy statement without all required disclosures and should undertake to
subsequently provide any o mitted information in a supplement in order to mitigate that risk.

J. Abbott R. Cooper
March 26 , 2020
Page 2

 Voting and Proxy Procedures, page 40

3. The participants ’ position  with respect to how shares will be voted on the second proposal is
indeterminable and  thus inconsistent  with the requirements specifi ed within Rule 14a -
4(b)(1).  To the extent the participants intend to use the discretionary auth ority to vote
uninstructed proxy cards under that rule provision,  “the form of proxy [must] state[ ] in bold -
face type how [the part icipants]  intend [ ] to vote the shares …”  Please revise.

Incorporation by Reference, page  44

4. Rule 14a -5(c) permits information to be omitted if a clear reference is made to the document
containing such information.  The information is not “incorporated by reference” as the title
to this section indicates.  Please revise, especially given that Instruction D  to Schedule 14A
governs incorporation by reference.  In addition, due to need for the participants to comply
with Rule 14a -3(a)(1), p lease disclose the specific line items within Schedule 14A the
participants have seemingly sought to satisfy by r eferencing First United ’s proxy statement
through ostensible reliance upon Rule 14a -5(c).

Form of Proxy

5. Please refer to the following representation:  “DRIVER [MAKES NO
RECOMMENDATION WITH RESPECT TO PROPOSALS 2 AND 3] ”.  To the extent that
the participants intend to exercise discretionary authority under Rule 14a -4(b)(1)  with respect
to proposals two and three , please advise  us why the participants appear to be contemplating
a recommendation with respect to each of th ose proposals.  Notwithstanding the placeholders
within the brackets, other  disclosure suggests that the participants have reserved t he right to
vote “For” the third proposal  and might vote “For” the second as well  if a choice has not
been specified on the form of proxy.  As an indication that the proxy would be vot ed “For”
either of these proposal s could be interpreted as a recommendation to vote in favor of such
proposal s, please revise to remove this implication  even if the disclosure is now tentative .

*  * *

We remind you that the participant s are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

  You may contact  me at (202) 551 -3266 with any questions.

Sincerely,

        /s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers and Acquisitions

J. Abbott R. Cooper
March 26 , 2020
Page 3

 cc:  Andrew Freedman, Esq.
Olshan Frome Wolosky LLP