International Brotherhood of Electrical Workers Local No. 129 Benefit Fund v. Tucci, et al. (and eight companion cases) (Lawyers Weekly No. 10-038-17)
NOTICE: All slip opinions and orders are subject to formal revision and are superseded by the advance sheets and bound volumes of the Official Reports. If you find a typographical error or other formal error, please notify the Reporter of Decisions, Supreme Judicial Court, John Adams Courthouse, 1 Pemberton Square, Suite 2500, Boston, MA, 02108-1750; (617) 557-1030; SJCReporter@sjc.state.ma.us SJC-12137 International Brotherhood of Electrical Workers LOCAL NO. 129 BENEFIT FUND[1] vs. JOSEPH M. TUCCI & others[2] (and eight consolidated cases[3]). Suffolk. November 7, 2016. – March 6, 2017. Present: Gants, C.J., Botsford, Lenk, Hines, Gaziano, Lowy, & Budd, JJ. Corporation, Stockholder’s derivative suit, Merger, Sale of assets, Valuation of stock, Board of directors. Practice, Civil, Class action, Dismissal. Civil actions commenced in the Superior Court Department on October 15, October 16, October 19, October 20, October 23, October 28, and October 29, 2015. After consolidation, a motion to dismiss was heard by Edward P. Leibensperger, J. The Supreme Judicial Court granted an application for direct appellate review. Jason M. Leviton (Michael G. Capeci, of New York, & Joel A. Fleming also present) for International Brotherhood of Electrical Workers Local No. 129 Benefit Fund & others. Thomas J. Dougherty (Kurt Wm. Hemr also present) for Joseph M. Tucci & others. John Pagliaro & Martin J. Newhouse, for New England Legal Foundation, amicus curiae, submitted a brief. Ian D. Roffman & Matthew J. Connolly, for Associated Industries of Massachusetts, amicus curiae, submitted a brief. BOTSFORD, J. In these consolidated cases, shareholders of a publicly traded corporation claim that a merger transaction proposed by the board of directors will result in the effective sale of the corporation for an inadequate price. The question we consider is whether they may bring that claim directly against the board members, or must bring it as a derivative claim on behalf of the corporation. We answer that the claim must be brought derivatively.[4] Background. The plaintiffs appeal from the dismissal of their first amended class action complaint (complaint)[5] alleging breaches of fiduciary duty by the board of directors of EMC Corporation (EMC) arising from a merger between EMC and Denali Holding Inc. and Dell Inc. (collectively, Dell). At the time that they commenced these actions, the plaintiffs were shareholders of EMC; the proposed merger would result in the shareholders receiving a cash payment in exchange for their EMC stock. The plaintiffs’ complaint alleges that they bring the actions on behalf of a class consisting of “all other shareholders of EMC . . . who are or will be deprived of the opportunity to maximize the value of their shares of EMC […]
Categories: News Tags: 1003817, Benefit, Brotherhood, cases, companion, Eight, Electrical, Fund, International, Lawyers, Local, Tucci, Weekly, Workers
Lumbermens Mutual Casualty Company v. Workers’ Compensation Trust Fund (Lawyers Weekly No. 11-128-15)
NOTICE: All slip opinions and orders are subject to formal revision and are superseded by the advance sheets and bound volumes of the Official Reports. If you find a typographical error or other formal error, please notify the Reporter of Decisions, Supreme Judicial Court, John Adams Courthouse, 1 Pemberton Square, Suite 2500, Boston, MA, 02108-1750; (617) 557-1030; SJCReporter@sjc.state.ma.us 13-P-1982 Appeals Court LUMBERMENS MUTUAL CASUALTY COMPANY vs. WORKERS’ COMPENSATION TRUST FUND. No. 13-P-1982 Suffolk. June 2, 2015. – September 3, 2015. Present: Vuono, Grainger, & Blake, JJ. Workers’ Compensation Act, Reimbursement of insurer. Insurance, Insolvency of insurer. Administrative Law, Primary jurisdiction, Exhaustion of remedies, Agency’s interpretation of statute. Civil action commenced in the Superior Court Department on May 21, 2013. The case was heard by Heidi E. Brieger, J. W. Frederick Uehlein for the plaintiff. Douglas S. Martland, Assistant Attorney General, for the defendant. GRAINGER, J. Lumbermens Mutual Casualty Company in liquidation (Lumbermens) appeals from the Superior Court judgment dismissing its claim against the Workers’ Compensation Trust Fund (trust fund). Lumbermens sought partial reimbursement from the fund for workers’ compensation payments made pursuant to G. L. c. 152, §§ 37 and 65. A Superior Court judge dismissed the claim under the doctrine of primary jurisdiction. We affirm. Background. We summarize the undisputed facts. Lumbermens, an Illinois Corporation, was licensed to issue workers’ compensation insurance policies in Massachusetts. Payments under these policies included so-called “second injury” benefits awarded pursuant to G. L. c. 152, § 37.[1] The trust fund is authorized by that statute to provide partial reimbursement to insurers for second injury payments. Between 2000 and 2008 Lumbermens and the trust fund entered into agreements in six separate cases, referred to as Form 123 agreements,[2] establishing the reimbursement percentage to be applied to “second injury” payments made by Lumbermens in each case. In July, 2012, Lumbermens was placed into rehabilitation, also referred to as a “run-off” period, whereby it could not issue new policies but continued to administer existing policies. The trust fund, which had made reimbursement payments pursuant to the Form 123 agreements until Lumbermens entered the run-off period, thereafter refused further payment. The trust fund asserted that Lumbermens was no longer entitled to reimbursement once the run-off period commenced because it was no longer an “insurer” able to issue policies, as that term is defined in G. L. c. 152, § 1(7). Ten months later, in May, 2013, Lumbermens was placed in liquidation. Approximately one year thereafter Lumbermens filed a complaint for enforcement of the six Form 123 agreements in Superior Court. A Superior Court judge dismissed the complaint, finding that Lumbermen’s claims were more properly heard before the reviewing board (board) of the Department of Industrial Accidents (DIA) under the […]
The Home Insurance Company v. Workers’ Compensation Trust Fund (Lawyers Weekly No. 11-127-15)
NOTICE: All slip opinions and orders are subject to formal revision and are superseded by the advance sheets and bound volumes of the Official Reports. If you find a typographical error or other formal error, please notify the Reporter of Decisions, Supreme Judicial Court, John Adams Courthouse, 1 Pemberton Square, Suite 2500, Boston, MA, 02108-1750; (617) 557-1030; SJCReporter@sjc.state.ma.us 14-P-1356 Appeals Court THE HOME INSURANCE COMPANY vs. WORKERS’ COMPENSATION TRUST FUND. No. 14-P-1356 Suffolk. June 2, 2015. – September 3, 2015. Present: Vuono, Grainger, Blake, JJ. Workers’ Compensation Act, Reimbursement of insurer, Cost of living allowance. Insurance, Insolvency of insurer. Practice, Civil, Standing. Administrative Law, Agency’s interpretation of statute. Statute, Construction. Appeal from a decision of the Industrial Accident Reviewing Board. Eric A. Smith (Donald E. Wallace with him) for the plaintiff. Douglas S. Martland, Assistant Attorney General, for the defendant. W. Frederick Uehlein & Dorothy M. Linsner, for Lumbermens Mutual Casualty Company, amicus curiae, submitted a brief. Joseph C. Tanski, Gregory P. Deschenes, & Kurt M. Mullen, for Massachusetts Insurers Insolvency Fund, amicus curiae, submitted a brief. GRAINGER, J. We are called upon to analyze certain rights and obligations resulting from the liquidation of a New Hampshire insurance company that issued workers’ compensation policies in Massachusetts. At issue in this appeal is the company’s entitlement pursuant to G. L. c. 152, § 65(2), to reimbursement for cost of living adjustments (COLA, COLA increases), as prescribed by G. L. c. 152, § 34B, to eleven individuals receiving workers’ compensation benefits. Both an administrative judge (judge) and the reviewing board (board) of the Department of Industrial Accidents (DIA) determined, albeit on different rationales, that the company was not entitled to reimbursement. Background. The undisputed facts, excerpted below, are recounted in detail in the board’s comprehensive decision. COLA payments as part of the workers’ compensation scheme. Persons receiving workers’ compensation benefits in Massachusetts are entitled to receive annual COLA increases to reflect changes in the cost of living. See G. L. c. 152, § 34B. These COLA increases are funded, then subject to reimbursement, as follows: Revenues to fund the defendant Workers’ Compensation Trust Fund (trust fund) are raised by an annual assessment[1] on employers pursuant to G. L. c. 152, § 65. Under normal circumstances (i.e., involving solvent insurers), the yearly assessments are collected from employers by their insurers such as the plaintiff Home Insurance Company (Home), who transmit them to the trust fund. The insurers then pay the COLA increases together with other monthly benefits to injured workers. See G. L. c. 152, § 65(2). This, in turn, entitles the insurers to reimbursement from the trust fund for the COLA payments on a quarterly basis. Ibid. Home’s […]
Pest Control Workers Find Guns
Two South End residents face weapons charges today after pest control inspectors found guns in their apartment. Sayira Cooper, 24, of the South End, and Dannie E. Levy, 29, of Mattapan were charged with unlawful possession of firearm, possession of firearm with altered serial numbers, improper storage of firearm and unlawful possession of ammunition, according to police. Upon a routine bed bug inspection, a crew lifted a mattress in the master bedroom of an apartment at 16 E. Brookline St. Saturday afternoon. They found two guns and called police, according to police. Police then arrested Cooper and Levy. South End Patch
City Looking to Hire Poll Workers for Upcoming Elections
With three special elections coming up this spring, the city of Boston is looking to hire extra people to serve as poll workers, especially residents who are bilingual, the city announced this week. There are upcoming special elections for the U.S. Senate, the First Suffolk Senatorial District and the Eight Suffolk Representative District on April 30, May 28 and June 25, and the city has 254 precincts in all that need to be staffed for each one. Available positions include wardens, clerks and inspectors. The stipend is $ 135 to $ 175 for a full day (6 a.m. to 9 p.m.) or $ 9 an hour for a half-day shift. Responsibilities include assisting with preparing the voting location for opening, hanging signs, counting ballots, checking in voters and more. You must be a registered voter to apply. For an application or more information, contact 617-635-4491 or email:election@cityofboston.gov, or see the city’s elections website. SOUTH END PATCH: Facebook | Twitter | E-mail Updates South End Patch