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Case Law Database

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

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

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. MDL No. 2389
Regular Panel Decision

In re Facebook, Inc., IPO Securities & Derivative Litigation

This opinion and order addresses the defendants' motion to amend and certify a prior December 12, 2013 opinion for interlocutory appeal, pursuant to 28 U.S.C. § 1292(b). The prior opinion had denied the defendants' motion to dismiss a consolidated class action complaint concerning federal securities claims related to Facebook's 2012 IPO. The current court denies the defendants' motion, finding that they failed to satisfy the high threshold required for § 1292(b) certification. Specifically, the court determined that the defendants did not demonstrate "exceptional circumstances" or that an immediate appeal would materially advance the litigation's termination. The court also found that the questions posed did not involve "controlling questions of law" in a pure sense, as they were fact-specific applications of law. While acknowledging a substantial ground for difference of opinion regarding the misrepresentation issue, the court concluded it was insufficient to warrant interlocutory appeal given the other factors.

Interlocutory AppealSecurities LitigationMotion to DismissMDL PanelFacebook IPOItem 303 Regulation S-KMaterial MisrepresentationSecond Circuit PrecedentSouthern District of New YorkClass Action
References
0
Case No. MISSING
Regular Panel Decision
Jun 27, 2006

In re Kadiatou B.

This case concerns an appeal of an order from the Family Court, Bronx County, which dismissed a derivative neglect petition against respondent parents. The petition was based on a prior finding of child abuse in 2002, stemming from the 1999 death of their three-month-old baby, Kadiatou, due to blunt impact to the head and multiple skull fractures. The Appellate Division affirmed the dismissal, finding that the prior abuse finding was inconclusive regarding the parents' direct role and was sufficiently remote in time. Furthermore, the court noted significant positive changes in the parents' behavior, their successful completion of parenting skills courses, individual psychotherapy, and continued engagement with family services. The Administration for Children's Services (ACS) failed to present specific evidence linking Kadiatou's injuries to intentional parental conduct or demonstrating a continued faulty understanding of parental duties.

Child NeglectChild AbuseDerivative NeglectParental DutiesChange in CircumstancesRes Ipsa LoquiturMedical Examiner FindingsHomicideSkull FracturesFamily Court Act
References
6
Case No. MISSING
Regular Panel Decision

In re Saic Inc. Derivative Litigation

This Memorandum and Order addresses a shareholder derivative suit against SAIC, Inc. and its Board of Directors. Plaintiffs Welch and Stellini alleged that the directors consciously ignored or perpetuated significant wrongdoing related to the CityTime program, involving massive overbilling and fraud on New York City. The court granted SAIC's motion to dismiss the complaint, ruling that the plaintiffs failed to satisfy the demand futility requirement under Federal Rule of Civil Procedure 23.1 and Delaware law. Specifically, the plaintiffs did not plead with particularity that a majority of the board directors faced a substantial likelihood of liability for breaching their duties of loyalty and good faith, as required by the Caremark and Rales tests for oversight liability. The court found that the alleged 'red flags' (SOR admissions, core operations, public reports, magnitude of fraud, and similar past misconduct) were insufficient to demonstrate actual or constructive knowledge and bad faith inaction by the board. Plaintiffs' request for leave to amend was denied.

Shareholder Derivative SuitDemand FutilityCorporate GovernanceFiduciary DutyDuty of LoyaltyDuty of Good FaithOversight LiabilityCaremark DoctrineRales TestMotion to Dismiss
References
53
Case No. No. 11 Civ. 8471
Regular Panel Decision
Feb 12, 2013

In re Bank of New York Mellon Corp. Forex Transactions Litigation

Plaintiffs brought a consolidated shareholder derivative action against current and former officers and directors of The Bank of New York Mellon Corporation (BNY Mellon Corp.), alleging liability for misconduct related to the company's foreign exchange standing instruction service. The complaint claimed breach of fiduciary duty, corporate waste, and unjust enrichment, asserting that BNY Mellon had deceived customers regarding its

Shareholder Derivative ActionDemand FutilityBreach of Fiduciary DutyCorporate WasteUnjust EnrichmentForeign Exchange ServicesBest Execution PracticesBusiness Judgment RuleDelaware Corporate LawCorporate Governance
References
20
Case No. 2016 NY Slip Op 02510 [137 AD3d 680]
Regular Panel Decision
Mar 31, 2016

Asbestos Workers Philadelphia Pension Fund v. Bell

This is a derivative action brought by shareholders of JPMorgan Chase & Co. against its directors and officers, alleging that they approved the sale of subprime mortgages without proper oversight, leading to significant corporate losses. The plaintiffs failed to make a pre-suit demand on the board, arguing that such a demand would be futile. The Supreme Court, New York County, dismissed the complaint, and the Appellate Division, First Department, unanimously affirmed this dismissal. Applying Delaware law, the Appellate Division found that the plaintiffs did not provide particularized facts sufficient to establish demand futility under either the Aronson test for board action or the Rales test for board inaction, concluding that the board members were disinterested and independent, and their actions were a valid exercise of business judgment.

Shareholder Derivative ActionDemand FutilityBusiness Judgment RuleCorporate GovernanceDelaware LawBoard OversightSubprime MortgagesToxic AssetsCorporate LiabilityDirector Independence
References
14
Case No. MISSING
Regular Panel Decision
Dec 10, 2012

In re Amirah L.

The Administration for Children’s Services filed a petition against Candice J. (respondent mother) and Allen S. (respondent PLR) alleging derivative severe/repeated abuse, abuse, and neglect of Amirah L., following the death of her younger sibling, Anniyah L. The court found that Anniyah L. died from multiple traumatic injuries due to child abuse, and the respondent mother's explanation of an accidental fall was inconsistent with medical evidence and expert testimony. Judge Barbara Salinitro entered findings of derivative abuse and derivative neglect against the respondent mother regarding Amirah L., but declined severe or repeated abuse findings due to insufficient proof regarding intent and prior abuse, respectively.

Child abuseChild neglectFamily CourtDerivative findingsMedical expert testimonyInconsistent testimonyParental responsibilitySevere physical injuryDepraved indifferenceRes ipsa loquitur
References
29
Case No. MISSING
Regular Panel Decision
May 04, 2015

Baer v. Law Offices of Moran & Gottlieb

Plaintiffs sued a law firm and an individual attorney (defendants) for legal malpractice, alleging their failure to assert derivative claims from their son's medical malpractice case before the statute of limitations expired. The defendants had referred plaintiffs to third-party defendant David J. Clegg, who filed the son's complaint but omitted the parents' derivative claims. In the subsequent legal malpractice action, the original defendants impleaded Clegg, seeking contribution or indemnification. Clegg successfully moved to dismiss the third-party complaint, arguing the derivative claims were already time-barred when he became involved in the case. The Appellate Division affirmed the dismissal, concluding that Clegg could not be held negligent for failing to plead an indisputably time-barred cause of action.

Legal malpracticeStatute of limitationsDerivative claimsInfancy tollContinuous treatment tollThird-party complaintContributionIndemnificationMedical malpracticeDismissal of action
References
19
Case No. MISSING
Regular Panel Decision
Oct 08, 1998

In re Kaitlyn R.

The petitioner initiated proceedings under Family Court Act article 10, alleging that Michael S. was an abused and neglected child due to his mother, the respondent, engaging in sexual conduct with him. The petition also claimed Michael's three siblings were derivatively neglected. During the fact-finding hearing, a caseworker and a social worker (REACH Coordinator) provided testimony. Despite Michael's inconsistent statements and a retraction, his behavior, including encopresis, was deemed consistent with sexual abuse by the expert. The Family Court found Michael to be an abused child based on sodomy by the respondent and the other children derivatively neglected. The Appellate Division affirmed the Family Court's findings, concluding that Michael's out-of-court statements were sufficiently corroborated by expert validation testimony and other evidence of his behavior, upholding the determination of abuse and derivative neglect.

Child AbuseChild NeglectDerivative NeglectFamily Court ActExpert TestimonyCorroboration of Child StatementsSexual Abuse AllegationsAppellate ReviewCredibility AssessmentChild Protective Services
References
13
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