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Access over workers' compensation decisions, including En Banc, Significant Panel Decisions, and writ-denied cases.

Case No. 2018 NY Slip Op 28137
Regular Panel Decision
Apr 27, 2018

Matter of Xerox Corp. Consolidated Shareholder Litig.

The case concerns a proposed transaction where Fujifilm Holdings Corp. would acquire a 50.1% controlling interest in Xerox Corp. for no cash payment to Xerox shareholders. Major Xerox shareholders, including Darwin Deason and several pension funds, sought preliminary injunctions, alleging that Xerox CEO Jeff Jacobson was conflicted during negotiations, prioritizing his self-interest in retaining his CEO position, and that the Xerox Board failed its fiduciary duties by approving a deal disproportionately favorable to Fuji. The court found a likelihood of success on claims that Jacobson breached his fiduciary duties and that the Board failed to properly supervise him, leading to a "cashless acquisition" for Fuji, which the court stated "enabled Fuji to 'take control of Xerox without spending a penny.'" Consequently, the court granted preliminary injunctions, enjoining the proposed transaction and mandating the waiver of Xerox's advance notice bylaw deadline to allow shareholders to nominate an alternative slate of directors, allowing shareholders a fair opportunity to consider nominations given the material, post-deadline changes and the egregious terms of the proposed control transfer.

Shareholder LitigationPreliminary InjunctionFiduciary Duty BreachCorporate GovernanceMerger and AcquisitionAdvance Notice BylawProxy ContestConflicted CEOBoard of DirectorsCorporate Control
References
20
Case No. MISSING
Regular Panel Decision

In re Cablevision Systems Corp. Shareholders Litigation

This case addresses a motion for attorneys' fees and expenses in a class action brought by minority shareholders of Cablevision against the Dolan family and Cablevision's directors. The shareholders alleged breaches of fiduciary duty concerning two merger proposals and a special dividend. Plaintiffs' counsel actively participated in negotiations, leading to an increased share price offer and other concessions in the merger agreement, although the merger was ultimately rejected by the shareholders. The court granted the motion to the extent of ordering a hearing to determine the reasonable value of legal services, applying the "substantial benefit" rule and finding defendants judicially estopped from denying the benefit of counsel's efforts. The opinion discusses the criteria for class certification, the "common fund" doctrine, and the appropriate method for calculating attorneys' fees.

Class ActionShareholder LitigationAttorneys' FeesMerger and AcquisitionFiduciary DutyCorporate GovernanceSpecial CommitteeStock ValuationSettlement NegotiationsJudicial Estoppel
References
13
Case No. MISSING
Regular Panel Decision

Mesh v. Bennett

This case is a shareholder derivative action filed by Mesh against International Telephone and Telegraph Corporation (ITT) and its individual defendants. Mesh alleged that ITT's March 25, 1974, proxy statement omitted material information regarding the cost of a proposed modification to its Career Executive Incentive Stock Purchase Plan (CEISPP), thereby violating federal securities laws and fiduciary duties. The court considered a motion to dismiss as one for summary judgment, applying the materiality standard established in *TSC Industries, Inc. v. Northway, Inc.* It concluded that the proxy statement provided sufficient data for shareholders to estimate the potential cost, thus the omission was not material. Consequently, summary judgment was granted in favor of the defendants on the federal securities claim, leading to the dismissal of pendent state claims for lack of subject matter jurisdiction.

Shareholder Derivative ActionProxy StatementFederal Securities LawOmission of Material FactRule 14a-9Section 14(a) 1934 ActFiduciary DutySummary JudgmentMateriality StandardPendent State Claims
References
6
Case No. MISSING
Regular Panel Decision

Romney v. Lin

This opinion addresses an action to collect unpaid contributions owed by Goodee Fashions, Inc. to four union benefit funds, totaling $70,647.17. After an initial judgment against Goodee Fashions proved uncollectible, the plaintiff, representing the union benefit funds, sued Alan Lin, a principal shareholder, under New York Bus. Corp. Law § 630. This state law holds the ten largest shareholders jointly and severally liable for debts to employees, including benefit funds. Defendant removed the case to federal court, arguing preemption by ERISA and LMRA. The court denied the plaintiff's motion to remand and granted the defendant's motion to dismiss, ruling that N.Y. Bus. Corp. Law § 630 is preempted by ERISA. Consequently, the claim for $70,647.17 was dismissed, except for a $598.27 portion related to the Sportswear Industry Trust Fund, which was deemed not an ERISA fund.

ERISA PreemptionLMRAShareholder LiabilityUnpaid ContributionsEmployee Benefit PlansCollective BargainingState Law PreemptionFederal JurisdictionCorporate DebtDismissal
References
11
Case No. BAK 0141892
Regular
Apr 22, 2008

CHARLES E. BRYANT, JR. vs. WILLIAM F. RENFROW and CAROLYN S. RENFROW, individual shareholders of PUBLIX MOTORS, INC. dba PRO AUTO SALES AND LEASING

This case concerns whether applicant, injured while helping move a stove at the sole shareholders' residence, was an employee of the auto dealership or the individuals. The Appeals Board affirmed the WCJ's finding that the applicant was an employee of the auto dealership at the time of injury. This determination was based on credible testimony that the applicant was directed by his supervisor (and son of the shareholders) to perform the task and would be "on the clock" for the dealership, establishing an employer-employee relationship for the purpose of workers' compensation.

Workers' Compensation Appeals BoardIndustrial InjuryEmployer LiabilityCorporate VeilDual EmploymentPersonal ActVolunteer StatusCredibility FindingsOn the ClockCorporate Employer
References
1
Case No. 2025 NY Slip Op 03367 [239 AD3d 1060]
Regular Panel Decision
Jun 05, 2025

Lambos v. Karabinis

Plaintiff William K. Lambos, a shareholder of B.K. Associates International, Inc. (BK), commenced a shareholder derivative action against defendants Anastasios P. Karabinis and Paul Karabinis, alleging breach of fiduciary duty and corporate waste. Plaintiff claimed that defendants engaged in undisclosed interest-bearing loan transactions between 2008 and 2015 involving businesses where Karabinis had financial interests. The Supreme Court granted defendants' motion to dismiss, deeming the action untimely based on a three-year statute of limitations. The Appellate Division, Third Department, reversed this decision, ruling that the claims for breach of fiduciary duty had not yet accrued due to the absence of open repudiation of fiduciary obligations or a judicial settlement, and defendants conceded the ongoing existence of fiduciary duties. The Appellate Division also found that the Supreme Court erred in dismissing for failure to state a cause of action, as the documentary evidence did not conclusively refute plaintiff's allegations of concealment. The matter was remitted to the Supreme Court for further proceedings.

Limitation of ActionsBreach of Fiduciary DutySufficiency of PleadingCorporate WasteShareholder Derivative ActionStatute of LimitationsAppellate PracticeDismissal MotionFiduciary ObligationOpen Repudiation
References
19
Case No. MISSING
Regular Panel Decision

Jones v. Orenstein

This is a class action brought by shareholders of Topper Corporation against the corporation and various defendants, including Arthur Young & Company, alleging violations of federal securities laws due to false and misleading financial information. Defendant Arthur Young & Company moved to quash the plaintiffs' jury demand, asserting the case's complexity rendered it unsuitable for a jury, and alternatively sought a single, continuous trial for liability and damages. The Court, presided over by District Judge Bonsal, recognized the plaintiffs' Seventh Amendment right to a jury trial. Consequently, the Court denied Arthur Young's motion to quash the jury demand, concluding that the case, estimated to last six to eight weeks, was within a jury's capabilities. Additionally, the motion to mandate a continuous trial was denied, with the Court leaving open the possibility of bifurcating the trial on liability and damages at a later stage if needed.

Securities FraudClass ActionJury TrialFederal Rules of Civil ProcedureSeventh AmendmentDue DiligenceFinancial MisrepresentationAuditing ProceduresUnderwriting ProceduresTrial Bifurcation
References
11
Case No. MISSING
Regular Panel Decision

In Re Crazy Eddie Securities Litigation

This consolidated action involves shareholder plaintiffs alleging violations of securities acts and common law fraud against Peat Marwick Main & Co. for deficiencies in audits and misleading statements related to Crazy Eddie, Inc. Peat Marwick, in turn, filed third-party claims for indemnification and contribution against Oppenheimer-Palmieri Fund, L.P., and others, asserting they failed to correct misrepresentations and negligently understated Crazy Eddie's value. District Judge Nickerson dismissed Peat Marwick's federal claims for indemnification and contribution with prejudice, ruling that indemnification is not available for knowing securities violations and contribution is unwarranted as the third-party defendants were not joint tortfeasors. The court declined ancillary jurisdiction over the state law claims for destruction of evidence, dismissing them without prejudice.

Securities Act of 1933Securities Exchange Act of 1934Common Law FraudNegligent MisrepresentationIndemnification ClaimsContribution ClaimsThird-Party LitigationFederal Rules of Civil Procedure 14(a)Ancillary JurisdictionDismissal With Prejudice
References
24
Case No. ADJ10030620, ADJ10030622
Regular
Jan 12, 2018

ANTONIO CORONA SOSA vs. DANA INVESTMENT LLC, UNINSURED EMPLOYERS BENEFITS TRUST FUND, Marwan Khader Alrifai

The Workers' Compensation Appeals Board (WCAB) dismissed a petition for reconsideration from an order joining a substantial shareholder due to the order not being a final determination. However, the WCAB granted a petition for removal, treating the filing as such, because the shareholder was allegedly denied due process by not being properly served and given an opportunity to respond. The WCAB rescinded the joinder order, returning the matter to the trial level to allow the shareholder to present their case. This decision ensures due process by permitting the shareholder to respond to the joinder petition and present evidence.

Workers' Compensation Appeals BoardPetition for ReconsiderationPetition for RemovalSubstantial ShareholderDue ProcessPetition for JoinderFinal OrderInterlocutory OrderExtraordinary RemedySubstantial Prejudice
References
13
Case No. 2015 NY Slip Op 09409 [134 AD3d 998]
Regular Panel Decision
Dec 23, 2015

North Coast Outfitters, Ltd. v. Darling

North Coast Outfitters, Ltd. appealed an order from the Supreme Court, Suffolk County, which granted summary judgment to Charles W. Darling III, Charlies Horse, Inc., and Rivers End, LLC. North Coast sought damages for breach of fiduciary duty and a declaration that Darling, a majority shareholder, was no longer a shareholder due to his failure to contribute to a 2003 "capital call." The Supreme Court had dismissed North Coast's claim as time-barred and declared Darling remained a shareholder. The Appellate Division reversed the lower court's decision, finding a triable issue of fact regarding the applicability of equitable estoppel and whether Darling failed to meet the capital call requirements of the shareholders' agreement. Consequently, the defendants' motion for summary judgment was denied.

Shareholder disputeBreach of fiduciary dutyCapital callCorporate governanceSummary judgmentStatute of limitations defenseEquitable estoppelAppellate reversalShareholder agreementCorporate shares
References
7
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