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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. 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. ADJ7793905, ADJ7793938
Regular
Feb 25, 2014

SHEDERICK FOWLKS vs. LUBE PIT STOP, INC., ADVANTAGE WORKERS' COMPENSATION INSURANCE CO.

The Workers' Compensation Appeals Board (WCAB) affirmed a prior decision finding the applicant, Shderick Fowlks, not covered by workers' compensation. Fowlks, an officer and sole shareholder of Lube Pit Stop, Inc., was deemed an employee under Labor Code section 3351(c) but excluded from compensation coverage by section 4151(a) because the corporation lacked specific election through a compensation policy. The WCAB clarified that while officers are generally employees, sole shareholder-officers require election to be covered, which was not demonstrated here due to policy exclusions. Therefore, Fowlks' claims for injuries sustained while working for the corporation were dismissed.

Labor Code section 3351(c)corporate officersole shareholderworkers' compensation coverageelectioninsurance policyexclusionshamadministrative law judgePetition for Reconsideration
References
0
Case No. CA 12-00960
Regular Panel Decision
Feb 01, 2013

CIAPA, DANIEL J. v. MISSO, OTTO

Plaintiff Daniel J. Ciapa initiated a personal injury lawsuit against Otto Misso after a slip and fall incident during his employment at a pizzeria. Misso was both the owner of the property and the president and sole shareholder of 395 Shanley Corp., Ciapa's employer. The Supreme Court granted Misso's motion for summary judgment, which the plaintiff appealed. The Appellate Division affirmed the lower court's decision, confirming that under Workers’ Compensation Law §§ 11 and 29 (6), the employer and co-employees are shielded from tort liability. The court found that Misso, as the sole shareholder and president, was essentially the same legal entity as the corporate employer for workers' compensation purposes, thus extending the exclusive remedy provisions to him.

Personal InjurySlip and FallWorkers' Compensation LawExclusive RemedyEmployer LiabilityCo-employee ImmunityCorporate Alter EgoSummary JudgmentAppellate ReviewPremises Liability
References
22
Case No. MISSING
Regular Panel Decision

Breeden v. Kirkpatrick & Lockhart, LLP

Plaintiff Richard Breeden, as bankruptcy trustee for Bennett Funding Group, Inc. (BFG), sued various law firms and Arthur Andersen for professional malpractice and other claims. Breeden alleged the defendants failed to report BFG's massive Ponzi scheme, leading to greater insolvency. Defendants moved for summary judgment, arguing the trustee lacked standing because BFG's controlling officers and shareholders either perpetrated or ratified the fraud. The court affirmed its authority to hold a factual hearing on standing and found that the Bennett family, as sole shareholders and dominant decision-makers, were involved in or acquiesced to the Ponzi scheme. Applying the 'Wagoner rule' and its 'sole actor' exception, the court concluded that BFG's injury was traceable to its own dominant management, thereby defeating the trustee's standing. Consequently, the defendants' motion for summary judgment was granted.

Bankruptcy TrusteeStanding (Law)Ponzi SchemeProfessional MalpracticeBreach of Fiduciary DutyFraudulent TransferSummary JudgmentAgency LawWagoner RuleAdverse Interest Exception
References
25
Case No. MISSING
Regular Panel Decision

Soles v. Eastman Kodak Co.

Dana Soles, an employee of Christa Construction, Inc., sustained a back injury on July 20, 1990, while manually carrying a 600-pound door frame up a building staircase at Kodak Park. He sued site owner Eastman Kodak Company under Labor Law §§ 240(1), 241(6), and 200, alleging permanent disability due to the lack of safety devices. The court, presided over by Justice Andrew V. Siracuse, granted summary judgment to the defendants, dismissing Soles' claims. The court found that Soles' injury did not involve a fall or being struck by a falling object, thus precluding liability under Labor Law § 240(1). Furthermore, the claims under Labor Law § 241(6) were dismissed because the cited Industrial Code sections were either too general or irrelevant to the accident's cause, and Labor Law § 200(1) claims failed due to a lack of evidence regarding Eastman Kodak Company's notice or supervisory control over the work.

Labor Law § 240 (1)Labor Law § 241 (6)Labor Law § 200 (1)Summary JudgmentGravity-related hazardMaterial hoistSupervisory authorityConstruction accidentWorkplace injuryThird-party action
References
9
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
May 08, 1992

In re Rebecca B.

This case involves an appeal of a Family Court order that denied a father's motion to transfer sole legal custody of his daughter from the mother to him. The Appellate Division modified the original order, granting the transfer of sole legal custody to the appellant father with liberal visitation rights for the respondent mother. The decision was influenced by expert testimony from a clinical director, another psychiatrist, and a social worker, all recommending a custody change due to the mother's punitive disciplinary methods and attempts to exclude the father. The court also considered the child's preference to live with her father, deeming the trial court's initial decision to lack a sound and substantial basis in the record.

Child CustodyFamily LawCustody TransferParental RightsBest Interest of the ChildExpert TestimonyParental AlienationVisitation RightsAppellate ReviewJudicial Discretion
References
7
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
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