Dime Commercial Bancshares, Inc. /NY/ 10-Q

Item 1. Legal Proceedings The Company and its subsidiaries are subject to certain pending and threatened legal actions that arise out of the normal course of business. In the opinion of management, the resolution of any such pending or threatened litigation is not expected to have a material adverse effect on the Company's consolidated financial statements. Additionally, two lawsuits have been filed in federal courts by purported shareholders of the Company alleging the registration statement filed by the Company with the SEC on September 14, 2020 in connection with the Merger with Dime contains materially misleading omissions or misrepresentations in violation of Section 14(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder. The plaintiffs generally seek injunctive relief, unspecified damages, and an award of attorneys’ fees and expenses. The Company is reviewing the complaints and has not yet formally responded. Such litigations are common in connection with mergers involving public companies, regardless of any merits related to the underlying transaction. Although the ultimate outcome of these actions cannot be predicted with certainty, the Company believes that the claims asserted against them in these lawsuits are without merit and intend to defend against these actions vigorously. Item 1A. Risk Factors There have been no material changes to the risk factors disclosed in Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as supplemented by the disclosure in Item 1A. Risk Factors included in the Company’s Quarterly Report on Form 10-Q for the quarters ended June 30, 2020 and March 31, 2020. ​