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LEGAL PROCEEDINGS
3 Months Ended
Mar. 31, 2016
LEGAL PROCEEDINGS  
LEGAL PROCEEDINGS

 

NOTE 10: LEGAL PROCEEDINGS

 

We are at times involved in litigation and other legal claims in the ordinary course of business. When appropriate in management’s estimation, we may record reserves in our financial statements for pending litigation and other claims. Although it is not possible to predict with certainty the outcome of litigation, we do not believe that any of the current pending legal proceedings to which we are a party will have a material impact on our results of operations, financial condition or cash flows.

 

Villere Litigation

 

On December 11, 2015, St. Denis J. Villere & Company, L.L.C. (“Villere”) and George Young (the “Plaintiffs”) filed a petition, which was later amended, in the Circuit Court of Jackson County, Missouri (the “Court”) against Epiq and eight of our directors (the “Director Defendants”). The petition, as amended, concerns Villere’s December 7, 2015 purported nomination of six directors, which Epiq rejected, because, among other things, the company argues that Villere was prohibited from nominating directors under the terms of a Director Appointment Agreement, dated November 1, 2014, among Villere, Epiq and the Villere Designee (as defined therein) and that such nomination failed to comply with our amended and restated bylaws (the “Bylaws”). The Plaintiffs’ petition, as amended, includes claims for, among other things: (1) injunctive relief, (2) a declaratory judgement that the purported nomination was proper so that Villere can then submit such nominations for a vote at the company’s annual meeting of shareholders in 2016 (the “2016 Annual Meeting”); (3) a declaratory judgment that Epiq’s Bylaws are either facially invalid or invalid as applied to Villere; and (4) breach of fiduciary duty against the Director Defendants. In its amended petition, Villere abandoned its claim for any monetary damages associated with its breach of fiduciary duty claim. Epiq filed counterclaims on January 13, 2016, against the Plaintiffs, and later amended such counterclaims to include certain clients of Villere (the “Villere Clients”) on whose behalf Villere is purportedly operating. Villere has filed a motion to dismiss such counterclaims against the Villere Clients. After a hearing on April 4, 2016, the Court issued a judgment (the “Judgment”) finding that the Director Appointment Agreement had been terminated by Villere and that Villere could nominate its slate of directors to the company’s Board at its 2016 Annual Meeting. The Court did not rule on certain of Plaintiffs’ claims relative to the alleged breach of fiduciary duties or the validity of Epiq’s Bylaws. The parties have each submitted motions to amend the Judgment. Epiq’s motion to amend is principally to certify the Judgment as final so that Epiq may file an appeal thereof. On April 22, 2016, the Court ruled in favor of Epiq on its motion to amend and denied Plaintiffs’ motion to amend (the “Amended Judgment”). No hearing has yet been scheduled by the Court relative to Epiq’s counterclaims. Both Plaintiffs and Epiq have filed separate notices of appeal of the Amended Judgment with the Missouri Court of Appeals for the Western District. On April 26, 2016, the Plaintiffs filed an application with the Court requesting reimbursement of approximately $2.8 million in attorneys’ fees and other related expenses (the “Fee Application”). Epiq intends to contest the Fee Application vigorously as we believe the Fee Application is legally without merit. At this time, we cannot reasonably predict the outcome of the Fee Application, and as a result, we have not accrued a liability in the Condensed Consolidated Financial Statements as of March 31, 2016.