At least two investors in Wilmington Trust Corporation filed lawsuits in State Court against Wilmington Trust Co directors for allegedly selling Wilmington Trust Corp. too cheaply to M&T Bank Corp.

According to the complaint the plaintiffs allege that directors breached their fiduciary duties by agreeing to sell Wilmington Trust Corp. via an unfair process at an unfair price to M&T Bank Corp. After a media report on October 22 sparked rumors that Wilmington Trust Company sought buyers and was in talks with Canadian Banks and sent WL shares to as high as $9.54 per share, Wilmington Trust Company announced on Monday, Nov. 01, that Wilmington Trust and M&T Bank Corp. have entered into an agreement under which Wilmington Trust will merge with M&T Bank.

Under the terms of the agreement, Wilmington Trust common shareholders (WL) will receive 0.051372 MTB shares of M&T common stock in exchange for each WL share of Wilmington Trust common stock they own in a stock for stock transaction valued at $351 million (with the price and exchange ratio based on M&T's closing price of $74.75 per share as of October 29, 2010), plus the assumption of $330 million in TARP preferred stock. Based on a MTB stock price of $74.75 WL shareholders would receive an equivalent of $3.84 per WL share they own. Shares of Wilmington Trust Corporation (WL), which closed the trading day before the Nov.1 announcement at $7.11, fell in response to the proposed offer by more than 40% and closed Monday at $4.21 per share. With a closing price of $4.21 WL shares are 10% above the current offer and investors would receive no premium but would rather exchange their shares to their disadvantage at a discount at the advantage of M&T Bank Corp. One plaintiff said the merger is the product of a flawed process that is designed to ensure the sale of Wilmington Trust to M&T on terms preferential to M&T, but detrimental to plaintiff and the other public shareholders .