SEC Comment Letter for FIRST UNITED (FUNC) — Apr 10, 2020
FIRST UNITED CORP/MD/ (FUNC) (CIK 0000763907)
Date: April 10, 2020 · CIK: 0000763907 · Accession: 0000000000-20-003114
AI Filing Summary & Sentiment
File numbers found in text: 000-14237
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE April 9, 2020 Carissa L. Rodeheaver Chairman of the Board, President and CEO First United Corporation 19 S Second Street Oakland, MD 21550
Re: First United Corporation PRE R14A filed by First United Corporation Filed April 9 , 2020 File No. 000-14237
Dear Ms. Rodeheaver :
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, please 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.
Amendment No. 3 to Preliminary Proxy Statement filed under cover of Sch edule 14A
General
1. We have reviewed the response, including revised disclosures, provided in reply to the fir st comment of our correspondence dated April 7 , 2020. Notwithstanding t he inference that already exists , please balance the disclos ure by acknowledging the possibility that the Maryland Commissioner may not have made a determination by the time the registrant holds its annual meeting and the effect the absence of such a decision would have on Driver ’s voting eligibility and nominatio ns if made . In addition, please delete the reference to “as of the date of those acquisitions ” when describing the potential consequence of a decision by the Maryland Commissioner that a violation occurred given the absence of such cited language within the operative code provision identified by the registrant .
Carissa L. Rodeheaver April 9 , 2020 Page 2
2. We have reviewed the response dated April 9, 2020 provided in reply to the second comment of our correspondence dated April 7, 2020 that acknowledge d the registrant was not relying upon an opinion of counsel to reach its inter pretation of Article II, Section 4 of its bylaws . The registrant is reminded of the fact that to the extent a proxy statement has been filed with the Commission or examined by its staff , such filing or examination shall not be deemed a finding by the Commission that such material is accurate or complete or not false or misleading, or that the Commission has passed upon the merits of or approved any such statement . See Rule 14a -9(b). Please file the registrant ’s correspondence dated April 9, 2020 , and any prepared in reply to this letter , on EDGAR. See Rule 101 of Regulation S -T.
* * *
No objection will be made if the changes requested by the first comment in this letter are made in a definitive proxy statement. Please ensure that any changes are marked as required by Rule 1 4a-6(h) of Regulation 14A.
We remind you that the registrant is responsible for the accuracy and ad equacy of its 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
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
April 9, 2020
Carissa L. Rodeheaver
Chairman of the Board, President and CEO
First United Corporation
19 S Second Street
Oakland, MD 21550
Re: First United Corporation
PRE R14A filed by First United Corporation
Filed April 9 , 2020
File No. 000-14237
Dear Ms. Rodeheaver :
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, please 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.
Amendment No. 3 to Preliminary Proxy Statement filed under cover of Sch edule 14A
General
1. We have reviewed the response, including revised disclosures, provided in reply to the fir st
comment of our correspondence dated April 7 , 2020. Notwithstanding t he inference that
already exists , please balance the disclos ure by acknowledging the possibility that the
Maryland Commissioner may not have made a determination by the time the registrant holds
its annual meeting and the effect the absence of such a decision would have on Driver ’s
voting eligibility and nominatio ns if made . In addition, please delete the reference to “as of
the date of those acquisitions ” when describing the potential consequence of a decision by
the Maryland Commissioner that a violation occurred given the absence of such cited
language within the operative code provision identified by the registrant .
Carissa L. Rodeheaver
April 9 , 2020
Page 2
2. We have reviewed the response dated April 9, 2020 provided in reply to the second comment
of our correspondence dated April 7, 2020 that acknowledge d the registrant was not relying
upon an opinion of counsel to reach its inter pretation of Article II, Section 4 of its bylaws .
The registrant is reminded of the fact that to the extent a proxy statement has been filed with
the Commission or examined by its staff , such filing or examination shall not be deemed a
finding by the Commission that such material is accurate or complete or not false or
misleading, or that the Commission has passed upon the merits of or approved any such
statement . See Rule 14a -9(b). Please file the registrant ’s correspondence dated April 9,
2020 , and any prepared in reply to this letter , on EDGAR. See Rule 101 of Regulation S -T.
* * *
No objection will be made if the changes requested by the first comment in this letter are
made in a definitive proxy statement. Please ensure that any changes are marked as required by
Rule 1 4a-6(h) of Regulation 14A.
We remind you that the registrant is responsible for the accuracy and ad equacy of its
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
cc: Lawrence S. Elbaum, Esq.