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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. 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. 2021 NY Slip Op 06069 [199 AD3d 438]
Regular Panel Decision
Nov 09, 2021

Matter of Ashanti v. New York City Conflicts of Interest Bd.

The Appellate Division, First Department, confirmed the determination of the New York City Conflicts of Interest Board, finding that petitioner Karl J. Ashanti violated New York City Charter and City rule provisions. Ashanti was ordered to pay an aggregate civil penalty of $8,500. The court found substantial evidence supported the determination that Ashanti used his City position to gain personal advantage in negotiations on behalf of his wife and utilized City letterhead to advance a legal position contrary to the City's interests. The court rejected the petitioner's due process and agency bias claims, concluding that the penalty imposed did not shock the conscience.

Conflicts of InterestPublic OfficialsEthical ViolationsCivil PenaltyDue ProcessAgency BiasSubstantial EvidenceAppellate ReviewAdministrative Law JudgeCredibility Determinations
References
4
Case No. MISSING
Regular Panel Decision

In Re United States Lines, Inc.

The United States Lines, Inc. and its Reorganization Trust (Debtors) moved to deny a claim for pre- and post-judgment interest filed by the Public Administrator of the County of New York, Administrator of the Estate of Alfredo Valverde (Claimant). The Claimant's original wrongful death action against U.S.L. resulted in a state court judgment after the Debtors filed for Chapter 11 bankruptcy. The Bankruptcy Court, presided over by Judge Cornelius Blackshear, found that the doctrines of full faith and credit, res judicata, and collateral estoppel were inapplicable, asserting its exclusive jurisdiction over the claims allowance process in bankruptcy. Applying Section 502(b)(2) of the Bankruptcy Code, the court disallowed all post-petition interest, whether pre- or post-judgment, classifying it as unmatured interest. However, the court allowed the portion of the claim representing pre-petition, pre-judgment interest, clarifying that the date of judgment entry does not determine whether interest is 'unmatured' as of the petition date. Lastly, the court rejected the argument that the existence of indemnity insurance from the UK Club altered the allowability of the interest claim against the Debtors' estate.

Bankruptcy LawInterest on ClaimsPostpetition InterestPrepetition InterestUnmatured InterestChapter 11 ReorganizationClaims AllowanceRes JudicataCollateral EstoppelAutomatic Stay
References
27
Case No. MISSING
Regular Panel Decision

New York Public Interest Research Group Straphangers Campaign, Inc. v. Metropolitan Transportation Authority

The Metropolitan Transportation Authority (MTA) faced a significant budget deficit and implemented fare/toll increases and token booth closures. Public interest groups challenged these decisions, alleging that the MTA's public hearing notices were misleading and incomplete regarding financial details and alternative solutions. Lower courts initially sided with the petitioners, vacating the MTA's actions. However, on appeal, the court reversed these rulings, asserting that the MTA's notices complied with statutory requirements and were neither false nor misleading. The court emphasized the legislative role in setting disclosure standards and affirmed the MTA's authority, especially concerning the Triborough Bridge and Tunnel Authority's toll-fixing powers. Consequently, the petitions were dismissed, upholding the MTA's original decisions.

Public TransportationFare IncreaseToll IncreaseBudget DeficitPublic HearingsStatutory ComplianceJudicial ReviewAdministrative LawPublic Authorities LawCPLR Article 78
References
13
Case No. MISSING
Regular Panel Decision
Apr 29, 2014

Priestley v. Panmedix Inc.

Katherine Priestley, a judgment creditor of Panmedix, Inc., initiated a lawsuit to set aside a Security Agreement between Panmedix and a group of its creditors (Respondent Creditors) as a fraudulent conveyance under New York Debtor and Creditor Law. The Security Agreement, executed after Priestley's security interest expired, granted interests in Panmedix's assets to its insiders (officers, directors, shareholders, and their affiliates) and other creditors. The court found the agreement to be constructively fraudulent due to disproportionately small consideration (four months' forbearance) and actual fraud, evidenced by numerous "badges of fraud," including the close relationship between parties, the unusual nature of the transfer, and the transferor's awareness of Priestley's claim and inability to pay. The agreement preferentially treated a controlling group of shareholders and insiders to the detriment of Priestley. Consequently, the Court granted Priestley's motion for summary judgment and denied the respondents' motion, deeming the Security Agreement a fraudulent conveyance.

Fraudulent ConveyanceSummary JudgmentSecurity AgreementDebtor and Creditor LawNew York LawInsider TransactionsPreferential TreatmentUCC Financing StatementJudgment CreditorPanmedix Inc.
References
28
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

Siegel v. Consolidated Edison, Inc.

Martin Siegel, an NU shareholder, initiated a class action against Consolidated Edison, Inc. ("Con Ed") and Northeast Utilities ("NU") for an alleged breach of a Merger Agreement, which would have seen Con Ed acquire NU shares. Con Ed and NU moved to dismiss the amended complaint, citing a lack of subject matter jurisdiction as Siegel, an individual shareholder, did not allege an amount in controversy exceeding $75,000, as required for diversity jurisdiction. Siegel contended that the court could exercise supplemental jurisdiction due to the case's relation to an ongoing Con Ed/NU action, or that the claims of all shareholders could be aggregated under the "common fund exception." The court, however, rejected both arguments. It clarified that supplemental jurisdiction does not extend to independent, separate civil actions and found that the shareholders' claims were separate and distinct, rather than a common undivided interest, thus precluding aggregation. Consequently, the court granted the motions to dismiss due to a lack of subject matter jurisdiction and ordered Siegel's complaint dismissed.

Breach of ContractClass ActionSubject Matter JurisdictionDiversity JurisdictionSupplemental JurisdictionAmount in ControversyShareholder RightsMerger AgreementMotion to DismissFederal Court
References
21
Case No. MISSING
Regular Panel Decision
Feb 05, 1980

Hospital Service Plan v. Warehouse Production & Sales Employees Union

The appellants, who are successors in interest to the original defendants, appealed an order from the Supreme Court, Queens County. The order denied their motion to compel the plaintiffs to execute a 'satisfaction piece' after the appellants paid the judgment with interest calculated at the New York rate. The appellate court affirmed the denial, holding that according to the principles of full faith and credit, the judgment from New Jersey required interest to be paid at the 8% New Jersey rate, not the 6% New York rate. Additionally, the appellants were deemed responsible for the Sheriff's levy costs because they failed to properly serve the Sheriff with a stay of execution, thereby necessitating the levy.

Judgment EnforcementFull Faith and CreditInterest RatesSheriff's LevySatisfaction PieceNew Jersey JudgmentNew York LawCivil ProcedureAppellate ReviewCourt Costs
References
2
Case No. 99-11240 B, 08-CV-774A, Adv. No. 01-1193B
Regular Panel Decision
Nov 01, 2010

McHale v. Boulder Capital LLC (In Re 1031 Tax Group, LLC)

This memorandum opinion addresses the calculation of prejudgment interest on fraudulent transfer claims recovered by Gerard A. McHale, Jr., P.A., as Trustee for the 1031 Debtors Liquidation Trust, against the Boulder Defendants. The Court determined that three transfers in 2005 and 2006 were fraudulent under section 548(a) of the Bankruptcy Code. It concludes that the Trustee is entitled to prejudgment interest from the adversary proceeding commencement date, March 20, 2009, at the bank prime loan rates in effect on the dates of each transfer (6.5%, 8.0%, and 8.25%). Additionally, the Trustee is entitled to post-judgment interest at the federal judgment rate, and a final judgment is to be entered pursuant to Federal Rule of Civil Procedure 54(b).

Prejudgment InterestFraudulent TransferBankruptcy CodeAdversary ProceedingFederal Judgment RateMarket Rate InterestPrime RateRule 54(b) JudgmentTrustee RecoveryBankruptcy Court
References
26
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