---
title: "Two Harbors faces injunction suit alleging materially misleading proxy ahead of $12 cash merger vote"
type: "News"
locale: "en"
url: "https://longbridge.com/en/news/286551673.md"
description: "Two Harbors faces a lawsuit seeking to block its May 19 stockholder vote on a $12 cash merger with CrossCountry, alleging the proxy omitted material facts. Plaintiff George Assad claims violations of Sections 14(a) and 20(a), seeking an injunction for corrective disclosures and additional time for reconsideration. The allegations include management entrenchment and undisclosed termination fees. Two Harbors disputes the claims but disclosed the lawsuit to mitigate delays. Court hearings are scheduled for May 15 and May 18."
datetime: "2026-05-15T10:53:00.000Z"
locales:
  - [zh-CN](https://longbridge.com/zh-CN/news/286551673.md)
  - [en](https://longbridge.com/en/news/286551673.md)
  - [zh-HK](https://longbridge.com/zh-HK/news/286551673.md)
---

# Two Harbors faces injunction suit alleging materially misleading proxy ahead of $12 cash merger vote

**Two Harbors disclosed a lawsuit seeking to block the May 19 stockholder vote, alleging its proxy omitted material facts about the $12 cash merger with CrossCountry.**

**Key Highlights:**

-   Plaintiff George Assad sued Two Harbors and directors alleging violations of Sections 14(a) and 20(a) over a materially misleading proxy.
-   Complaint seeks TRO/injunction to halt the May 19 special meeting and require corrective disclosures plus 10 business days to reconsider votes.
-   Allegations claim the Board favored CrossCountry’s $12 cash deal over higher UWMC offers due to management entrenchment and golden parachutes.
-   Assad contends the proxy omitted key facts: doubled termination fee, refusal to meaningfully negotiate with UWMC, and management payouts/retention differences.
-   Two Harbors says the claims lack merit but disclosed the complaint to avoid delay and expense; court hearings set May 15 (status) and May 18 (TRO).

Original SEC Filing: TWO HARBORS INVESTMENT CORP. \[ TWO \] - 8-K - May. 15, 2026

**Disclaimer**

This is an AI-powered summary. It may contain inaccuracies. Consider verifying important information with the source. Please note this summary is solely based on documents filed with the SEC.

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