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

Case No. 06-15-00051-CV
Regular Panel Decision
Mar 23, 2015

Mary Flentge McAuley, Willie O. Flentge, Jr., and Charles Ray Flentge v. Carl Dean Flentge, Independent of the Estate of Laverna Flentge, Carl Dean Flentge, David Flentge and Daniel Junek, Independent of the Estate of Willie Otto Flentge, Sr., Individually, and as Shareholders and on Behalf of W.L. Ranch, Inc

The case involves a shareholder derivative suit and declaratory judgment action. Cross-Appellants, who are majority shareholders, are appealing a trial court's directed verdict that denied their claims for breach of fiduciary duties against Cross-Appellees. The Cross-Appellants allege that the Cross-Appellees, acting as corporate officers and purported directors of W.L. Ranch, Inc., engaged in ultra vires acts including misappropriating corporate property, filing false statements, increasing their own share interests, and unauthorized management. The Cross-Appellants argue that they presented sufficient evidence of breach of fiduciary duties and "benefits" gained by Cross-Appellees, shifting the burden of proof to Cross-Appellees, who failed to demonstrate fairness. The trial court's erroneous directed verdict, which was based on a perceived lack of economic damages, also precluded Cross-Appellants from claiming statutory reimbursement for attorney's fees under the equitable common fund doctrine for actions that substantially benefited the corporation.

Shareholder Derivative SuitBreach of Fiduciary DutyDirected Verdict AppealCorporate GovernanceFiduciary Duty of OfficersFiduciary Duty of DirectorsCorporate MisappropriationUltra Vires ActsCorporate Property DisputeShareholder Rights
References
53
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

Lee C. Ritchie v. Ann Caldwell Rupe, as Trustee for the Dallas Gordon Rupe, III 1995 Family Trust

This case involves Ann Rupe, a minority shareholder and trustee for Buddy's Trust, who sued other shareholders and directors of Rupe Investment Corporation (RIC) for alleged oppressive actions and breach of fiduciary duties. Rupe claimed the defendants refused to buy her shares or meet with prospective outside buyers. The trial court ordered a $7.3 million buyout, which the court of appeals affirmed in part, finding the refusal to meet prospective purchasers oppressive, but remanding on valuation. The Texas Supreme Court reversed, ruling that the defendants' conduct was not 'oppressive' under the Texas receivership statute, as it did not involve an abuse of authority with intent to harm the corporation or create a serious risk of harm to it. The Court clarified that the statute only authorizes the appointment of a rehabilitative receiver and does not permit a direct buyout remedy. Additionally, the Court declined to recognize a new common-law cause of action for 'minority shareholder oppression,' citing existing statutory and common-law protections. The case was remanded to the court of appeals to consider Rupe's breach-of-fiduciary-duty claim and the potential for a buyout remedy under that claim.

Shareholder OppressionMinority ShareholdersClosely Held CorporationsFiduciary DutyBusiness Judgment RuleCorporate ReceivershipStatutory InterpretationCommon Law ClaimsCorporate GovernanceStock Buyout
References
95
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
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