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Business Associations Keyed to Coffee, 9th Ed.
Baker v. Health Management Systems, Inc.
Citation:
98 N.Y.2d 80, 772 N.E.2d 1099, 745 N.Y.S.2d 741 (2002)Facts
Phillip Siegel served as Chief Financial Officer of Health Management Systems, Inc. (HMS) and was named as a defendant in several securities fraud class actions filed in federal court against HMS and various officers and directors. Siegel’s position in the litigation was unique compared to other defendants because he joined HMS after the alleged misconduct began and actually purchased (rather than sold) HMS stock during the relevant period. Due to these circumstances, Siegel retained separate counsel. All claims against Siegel were ultimately dismissed by stipulation, while the action continued against other defendants and eventually settled for $4 million. When Siegel requested indemnification for his legal expenses of $84,784.37, HMS initially refused, claiming separate counsel was unnecessary. After HMS conceded that Siegel was entitled to more than the $5,000 cap it had set, the court awarded Siegel indemnification but denied $17,147.64 in “fees on fees” incurred in seeking indemnification.
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