SecProbe.io

February 22 , 2021
Via E -mail

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

Re: First United Corporation
 Revised Preliminary Proxy Statement on Schedule 14A
 Filed February 16, 2021  by Driver Management Company LLC  et al.
File No. 000 -14237

Dear Mr. Cooper :

The staff in the Office of Mergers and Acquisitions has  reviewed the above -captioned
filing .  We  have the comment s set forth below .

Revised Preliminary Proxy Statement on Schedule 14A
General

1. In future filings, please ensure that you file a marked edition  of your proxy statement on
EDGAR.  Additionally, please mark the cover page in your next filing to identify the
appropriate amendment number .  See Rule 14a -6(h) and Rule 14a -11, respectively.

2. Revise the disclosure on page vi  to clarify whether or not Driver intends to exercise
discr etionary authority available under Rule 14a -4(c)(3).  In this regard, it is unclear  what is
meant by the phrase “[i]f other p roposals are made thereafter.”

Proposal No. 1, Election of Directors, page 1

3. Refer to the statement on page 3 that your nominee “ does not think that any of the incumbent
directors have exercised much independent judgment in carrying out their responsibility as
directors. ”  Your disclosure should not include statements that directly or indirectly impugn
the character or integrity or make charges of improper conduct absent reasonable factual
foundation.  Refer to Rule 14a -9.

4. Refer to prior comment 10 and your assertion on page 8 that t he Company “lobbied the
Maryland Commissioner on Financial Regulation to investigate Driver for viola tions of
Section 3 -314 for the express purpose of disenfranchising Driver .”  Notwithstanding that you
have filed  soliciting materials purporting to  support this assertion, please revise to

J. Abbott R. Cooper
Driver Management Company LLC
February 22, 2021
Page 2

 characterize the portion of your statement that the Company’s actio ns were made with the
“express purpose of disenfranchising Driver” as one of belief.

Form of Proxy

5. Refer to prior comment 4.  Revise to clearly mark the form of proxy as a “preliminary” copy.
Refer to Rule 14a -6(e)(1).

6. The forepart of the form of prox y omits information indicating how the proxy will be voted
with respect to proposal 8 if the security holder does not specify a choice .  Please be advised
that a proxy may only confer discretionary authority with respect to matters as to which a
choice is not specified by the security holder where the form of proxy states how it is
intended to vote the shares in each such case.  See Rule 14a -4(b)(1).

7. Refer to comment 6 above.  The second page of the form of proxy states that Driver
recommends shareholders vote against proposal 8.  This recommendation conflicts with
disclosure on pages 11 and 12.  Please revise to correct the discrepancy.

8. Revise to provide shareholders with an opportunity to “withhold” voting authority for any
other nominee of the Company b y providing sufficient space for shareholders to write the
name of each such nominee.  See Rule 14a -4(d)(4) (iii).

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

Please direct any ques tions to me at (202) 551 -7951 .

Sincerely,

        /s/ Joshua Shainess

Joshua S hainess
Special Counsel
Office of Mergers and Acquisitions