BankUnited discloses court order prompted annual meeting: BankUnited disclosed that it held its brief annual meeting Monday at the behest of a shareholder.

May 07, 2009 (The Miami Herald - McClatchy-Tribune Information Services via COMTEX) -- BKUNA | Quote | Chart | News | PowerRating -- BankUnited Financial Corp., whose fate is in the hands of federal regulators, disclosed that it held its shareholder meeting Monday to comply with a court order obtained by a shareholder in a civil suit.

The suit was filed in Miami-Dade Circuit Court by Lauren Camner Winter, a former officer of the bank and the daughter of the company's founder, Alfred R. Camner, who stepped down as chairman and chief executive last October.

Richard Lapidus, an attorney for the Camners, who remain the largest shareholders at the ailing thrift holding company, said Wednesday the family simply wanted to ensure the transparency and legitimacy of the board. "There was a question about the validity of the board if you don't hold an annual meeting," Lapidus said.

The Coral Gables-based thrift holding company had delayed holding its annual meeting because it still hasn't filed its 2008 annual report nor reported audited financial results for the fiscal year ended Sept. 30. It hasn't filed a fiscal first quarter or second quarter report either.

BankUnited, which has reported its equity is wiped out, has pinned the long delay in filing financial reports on a variety of factors, including adverse and unpredictable market conditions, the complexity of accounting and disclosure issues, regulatory issues and weaknesses in its internal controls over financial reporting.

BankUnited, the largest financial institution based in Florida, is under regulatory orders to merge or find a buyer to shore up its capital base. Last week, the Federal Deposit Insurance Corp. extended until May 14 the deadline for prospective buyers or investors to submit their bids, according to people familiar with the situation. The FDIC and Office of Thrift Supervision have declined to comment. Accounts are insured up to $250,000 by the FDIC.

At the shareholder meeting, Lapidus nominated four directors: They include Chief Executive Ramiro Ortiz and Marc D. Jacobson, a founding shareholder and longtime insurance executive, who were reelected to the board. In addition, Humberto L. Lopez, senior executive vice president and chief financial officer, and Felix M. Garcia, senior executive vice president for risk management, were elected. They succeeded outgoing directors Tod Aronovitz and Hardy C. Katz.

BankUnited didn't solicit proxies at the hastily called meeting, which was conducted by outside attorney Thomas Tew. The meeting was recessed until May 22, when the fate of the company may become clearer. At least three potential outcomes are in the works.

The thrift's management is trying to raise fresh capital and to convince regulators that injecting government capital into the existing institution makes the most sense. So far the federal government hasn't been eager to prop up the still-open bank.

Meanwhile, at least two investor groups are weighing bids for BankUnited. WL Ross & Co., a distressed-asset specialist, is working on a joint bid with private equity firms the Carlyle Group and Blackstone Group. And TD Bank, which has operations in Florida, is considering a bid with Goldman Sachs, the New York investment bank, according to people familiar with the situation.

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