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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. 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. 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. ADJ9940342
Regular
Mar 07, 2023

LAZARO DE LA TORRE VALDES vs. A&B LOGISTICS, INC., ARMAN AKOPIAN, BEKZOD KHODJAKHONOV

The California Workers' Compensation Appeals Board affirmed a prior award finding the applicant 100% permanently and totally disabled, determining the applicant's earnings stipulation was valid and the defendants' due process rights were not violated by discovery closure. The Board found the Agreed Medical Examiner's report constituted substantial evidence, rejecting claims that the examiner's retirement prevented a fair hearing. Finally, the Board amended the award to clarify the liability of the corporate defendant and its substantial shareholders, affirming the original decision in all other respects.

Agreed Medical ExaminerDue ProcessSubstantial Shareholder LiabilityStipulationReconsiderationPermanent Total DisabilityClosure of DiscoveryService of ProcessCorporations Code Section 2011(b)Labor Code Section 3717.1
References
18
Case No. 2016 NY Slip Op 03664 [139 AD3d 461]
Regular Panel Decision
May 10, 2016

Wietschner Ex Rel. JPMorgan Chase & Co. v. Dimon

This case involves a shareholder derivative action brought by Sam Wietschner on behalf of JPMorgan Chase & Co. against James Dimon and other respondents. The plaintiff appealed the Supreme Court's dismissal of the amended complaint and denial of leave to amend. The Appellate Division, First Department, unanimously affirmed the lower court's decision, citing res judicata and collateral estoppel. The court found that previous federal rulings on similar shareholder derivative actions, which failed to allege particularized facts for demand futility, precluded the current claims. Furthermore, the plaintiff did not adequately allege facts demonstrating a reasonable doubt about the board's independent judgment or a substantial likelihood of personal liability, especially given an exculpatory clause in the corporate certificate of incorporation.

Shareholder Derivative ActionDemand FutilityRes JudicataCollateral EstoppelAnti-Money Laundering ProgramCorporate GovernanceBreach of Fiduciary DutyDismissal of ComplaintLeave to AmendAppellate Review
References
17
Case No. MISSING
Regular Panel Decision
Apr 19, 1993

Amalgamated Clothing & Textile Workers Union v. Wal-Mart Stores, Inc.

This case concerns a dispute between Wal-Mart shareholders, including the Amalgamated Clothing and Textile Workers Union and various religious organizations, and Wal-Mart Stores, Inc. over the omission of a shareholder proposal from Wal-Mart's 1993 proxy materials. The proposal requested reports on Wal-Mart's Equal Employment Opportunity (EEO) and affirmative action policies, programs, and data. Wal-Mart argued the proposal fell under the "ordinary business operations" exception of SEC Rule 14a-8(c)(7). The court, however, rejected Wal-Mart's argument, finding that EEO and affirmative action policies involve substantial policy considerations that prevent their exclusion as mere "ordinary business operations," contrary to the SEC's recent "Cracker Barrel" position. Consequently, the court granted the plaintiffs' motion for summary judgment, enjoining Wal-Mart from omitting the modified proposal from its proxy materials.

Shareholder RightsProxy SolicitationsCorporate GovernanceEqual Employment OpportunityAffirmative ActionSEC Rule 14a-8(c)(7)Ordinary Business OperationsRegulatory InterpretationJudicial ReviewLabor Relations
References
42
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