BankUnited seizure spurs fight within former parent firm: BankUnited founder Alfred Camner angled for position Friday after the thrift's parent company filed for bankruptcy protection.

May 22, 2009 (The Miami Herald - McClatchy-Tribune Information Services via COMTEX) -- BKUNA | Quote | Chart | News | PowerRating -- BankUnited reopened for business as usual Friday morning after federal regulators seized the thrift and sold it to new investors.

But an acrimonious battle erupted between founder Alfred Camner and the board of the former parent company, BankUnited Financial Corp., at a shareholder meeting Friday morning.

Camner wants to say who will be the bankruptcy counsel for the corporation and to name his own slate of directors.

The jockeying for position appears to be aimed at getting the best spot to pick over the carcass of BankUnited Financial after its main business, BankUnited, was sold Thursday to a group of private equity firms led by New York banker John Kanas.

BankUnited Financial filed for protection under Chapter 11 of the federal bankruptcy code Thursday, listing total assets of $37.7 million and total debts of $559.7 million.

That means there isn't much to go around, and the shareholders are wiped out.

Still, Camner, the largest shareholder with about 45 percent, was angling to protect his interests at the shareholder meeting at the Coral Gables Hyatt Regency.

Camner, a local attorney, made a resolution to replace several members of the board with his own slate of directors.

Camner, who is the founder and former chairman and chief executive of BankUnited, also objected stridently to the fact the Shutts & Bowen law firm was named as bankruptcy counsel. Camner said the board previously had agreed in writing that Greenberg Traurig would get that plum engagement.

And he complained that Bradley S. Weiss -- a local mortgage lending executive who is on the board -- would be getting big fees after the board picked Weiss Thursday to be "chief restructuring officer of the BankUnited Entities." Weiss will get a stipend of $35,000 a month for three months and $15,000 a month thereafter as restructuring officer.

C. Thomas Tew, who ran the shareholder meeting as counsel for BankUnited Financial, stymied Camner's efforts to install new directors, calling them "out of order."

But Richard Lapidus, Camner's attorney, shot back that the Camner family's 45 percent stake combined with other shareholders in his camp brought their vote to more than 50 percent in favor of replacing certain board members.

Camner's wife, Anne Camner, stood in the wings, fretting that the bank's collapse had been an emotional jolt to her family. "We devoted 25 years to building this company," she told The Miami Herald. "This was our baby."

Anne Camner said her family has been left in the dark. "I found out yesterday at 5:15 p.m. that the bank had been seized," she said in an interview.

The meeting recessed until May 27. But not before a small shareholder had her say. Phyllis Kaplan, a Miami resident who bought 200 shares in 1996, wondered why BankUnited collapsed while similar institutions survived the housing debacle. "Was there anything criminal here?" she asked.

Tew said, "I know of no evidence that there was anything untoward done by anyone."

Lapidus chimed in in agreement: "We're the only ones underwater so far. There will be other ones that go." He added: "I don't think any officer or director mishandled their office."

Camner, who resigned last October as chairman and CEO shortly after federal regulators slapped the bank with a cease-and-desist order, filed suit in Miami-Dade Circuit Court to assure his shareholder interests are represented.

He obtained an order forcing the company to hold the shareholder meeting, which began May 4 and was recessed until May 22.

At the first session of the annual meeting held May 4, Lapidus, on behalf of Camner, nominated four directors to fill expiring terms. On Camner's recommendation, then-CEO Ramiro Ortiz was reelected to the board, as was Marc D. Jacobson, a founding shareholder and longtime insurance executive. 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.

But on Friday, Ortiz resigned from the board, saying he is now working for the new BankUnited. Lopez and Garcia similarly stepped aside, leaving several vacancies on the board. Camner pushed to fill those openings with his own slate. He also pushed removing several others -- Lawrence Blum, Neil H. Messinger and Bradley S. Weiss -- to be replaced with his nominees.

Tew said the fight comes down to whether the parties in the bankruptcy case decide to divide up the assets in an orderly fashion or enter into an extended fight.

In an interview, Tew said: "We could spend $5 million chasing esoteric legal issues, or do creditors want to get their money and go home?"

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