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Larry Seidman and Arthur Wein are running for the Spencer Savings Bank, S.L.A. (“Spencer”) Board of Directors to bring about a long-overdue and much needed change to the composition of the Board. After 17 years of litigation, Larry has secured a series of ground-breaking rulings on your behalf, which will permit reformation and reconstitution of the Board.
As reflected in the various Court opinions that you can access on this website, the Board of Directors has been found by two New Jersey Superior Court judges to not be independent and to be controlled by Jose Guerrero, Spencer’s President, Chief Executive Officer and Chairman, who earns approximately $2 million in salary and bonus. The Courts have also found on several occasions and most recently in July 2020, that Mr. Guerrero and the other Directors have breached their fiduciary duties to the Bank and its members, as a result of actions they have undertaken to eliminate member voting for the purpose of cementing their continued position as Board members.
Thanks to Larry and Arthur - you, as Spencer’s depositors and borrowers, now have the opportunity to elect truly independent directors, who will act in the best interests of the Bank and you as members, by eliminating the unnecessary litigation expenses, which the Board has conceded exceeds $3 Million, as well as eliminating the excessive executive pay. Express your rights and elect Larry Seidman and Arthur Wein to Spencer’s Board of Director.
Here's a history of Larry Seidman’s litigation with Spencer Savings Bank:
4/13/2007 Opinion and Order By Judge McVeigh
Case Summary: Chancery Court Decision that held Spencer’s Directors erected a barrier, which wrongfully prevented Members from being able to seek election to the Board of Directors, and, in doing so, the Directors violated their fiduciary duties to Members. The barrier was eliminated and fee were awarded to Larry Seidman.
7/27/2010 Opinion of the Superior Court of New Jersey Appellate Division
Case Summary: Appellate Division affirmed the 2007 Chancery Decision. The Appellate Court agreed that the Directors wrongfully acted and violated their fiduciary duties in order to entrench themselves (i.e., to prevent their being voted out of office at an Annual Meeting of Members, when Directors are elected.)
12/19/2012 Opinion and Order by Judge McVeigh re Second Complaint
Case Summary: Chancery Court Decision which held that a substitute adopted by the Directors to replace the barrier invalidated in 2007 was also invalid. The Court concluded that it was not possible to secure a seat on the Board of Directors unless a person was known, or liked, by the CEO and Chairman, Jose Guerrero. The replacement nomination barrier was invalidated and Spencer was directed to adopt a different nomination requirement and fees were awarded to Larry Seidman.
4/30/2015 Seidman Spencer Decision
Case Summary: The Appellate Division affirmed the 2012 Chancery Decision; except, the amount of the fee award remanded for further review.
10/19/2017 Opinion
Case Summary: Chancery Division revisited member-initiation requirements, again invalidated them; and replaced those requirements with a standard proposed by Larry Seidman. Spencer was also required to re-open Larry Seidman’s bank accounts that were determine to have been closed in bad faith in an effort to eliminate Larry’s stan din g to sue as a representative for all members. It was again concluded that the challenged acts were taken to entrench the Board, which is a self-perpetuating body of individuals and this entrenchment led to disenfranchisement of members and legal fees were again awarded to Larry Seidman.
10/03/2019 Appellate Division Decision
Case Summary: The Appellate Division affirmed the 2017 Chancery Division; except, it held the Commissioner of Banking and Insurance had to approve the new nomination bylaw which she did over Spencer’s objection.
7/31/2020 Seidman v. Spencer Savings, SLA et al., PAS-C-25-19 Opinion of the Court
Case Summary: The Decision issued by the Chancery Court struck Spencer’s plans to convert to a savings bank and to give depositors with large account balances more votes. The Court concluded this conversion was being done to eliminate member voting and to entrench the Directors, who were once again found to have violated their fiduciary duties to Spencer and its Members. Appeals are pending in reference to the issued Decision.
4/29/2021 Seidman v. Spencer Savings Bank, SLA et al., PAS-C-25-19 Order Granting Partial Reconsideration
Case Summary: On a Motion for Reconsideration, the Court vacated its Order that Spencer apply for appointment of an independent regulatory counsel in the event of any future Board vote in favor of conversion to a mutual savings bank and reversed its award of legal fees.
4/29/2021 Seidman v. Spencer Savings Bank, SLA et al., PAS-C-111-20 Order Granting Dismissal
Case Summary: The Decision issued by the Chancery Court granted Spencer’s Motion to Dismiss the Complaint filed to seek relief in connection with Seidman’s attempt to conduct a proxy contest in January 2021.