Bull v. Murphy et al

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF NEW YORK
STEPHEN BULL, Individually and on Behalf
of ARROW FINANCIAL CORPORATION,
Plaintiff,
v.
THOMAS J. MURPHY, PENKO K. IVANOV,
EDWARD J. CAMPANELLA, WILLIAM L.
OWENS, MARK L. BEHAN, TENEE R.
CASACCIO, GREGORY J. CHAMPION,
GARY C. DAKE, DAVID G. KRUCZLNICKI,
ELIZABETH A. MILLER, RAYMOND F.
O’CONOR, and COLIN L. READ,
Defendants,
and,
ARROW FINANCIAL CORPORATION
Nominal Defendant.
1:23-cv-01566 (AMN/DJS)
ORDER AND FINAL JUDGMENT
This matter came before the Court for a hearing on January 12, 2026, on Plaintiff’s
motion for final approval of the proposed settlement (“Settlement”) set forth in the Stipulation
of Settlement, dated April 30, 2025 (the “Stipulation”), and the exhibits thereto. On October
22, 2025, the Court granted Plaintiff’s unopposed motion for preliminary approval of the
Settlement. Dkt. No. 25 (“Preliminary Approval Order”). Due and adequate notice having
been given of the Settlement, pursuant to the Preliminary Approval Order, and the Court having
reviewed and considered all papers filed and proceedings had herein, and otherwise being fully
informed in the premises and good cause appearing therefor, the Court enters this Order and
Final Judgment (the “Judgment”).
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that:
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1. 	This Judgment incorporates by reference the definitions in the Stipulation, and
all capitalized terms used herein shall have the same meanings as set forth in the Stipulation.
2. 	This Court has jurisdiction over the subject matter of the above-captioned
Action, including all matters necessary to effectuate the Settlement, and over the Parties.
3. 	The Court confirms that the form of the Notice of the Settlement and the means
of dissemination of the Notice of the Settlement: (a) was implemented in accordance with the
Preliminary Approval Order; (b) constituted notice that was reasonably calculated, under the
circumstances, to apprise Current Arrow Stockholders of: (i) the pendency of the Action; (ii)
the effect of the Settlement (including the releases to be provided thereunder); (iii) Plaintiff’s
Counsel’s Fee and Expense Amount and the Service Award; (iv) their right to object to the
Settlement, Plaintiff’s Counsel’s Fee and Expense Amount, and/or the Service Award; and (v)
their right to appear at the Settlement Hearing; (c) constituted due, adequate, and sufficient
notice to all Persons entitled to receive notice of the Settlement; and (d) satisfied the
requirements of Rule 23.1 of the Federal Rules of Civil Procedure, the United States
Constitution (including the Due Process Clause), and all other applicable law and rules.
4. 	The Court hereby finally approves the Settlement set forth in the Stipulation and
finds that the Settlement is, in all respects, fair, reasonable, and adequate as to each of the
Parties, and further finds that the Settlement is in the best interests of Arrow and its
stockholders. The Parties are directed to implement, perform, and consummate the Settlement
in accordance with terms and provisions contained in the Stipulation.
5. 	The Action and all claims contained therein, as well as all of the Released
Claims against the Released Persons, are dismissed with prejudice. 	The Parties are to bear
their own costs, except as otherwise provided below.
5.1 	Upon the Effective Date, Releasing Persons shall be deemed to have,
and by operation of the Judgment shall have completely, fully, finally, and forever
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compromised, settled, waived, released, relinquished, discharged, extinguished, and dismissed
with prejudice all of the Released Claims (including Unknown Claims) against the Released
Persons, including any and all claims (including Unknown Claims) asserted in, arising out of,
relating to, or in connection with the defense of the Action. Nothing in this Judgment shall
release or bar any claims to enforce this Stipulation, the Settlement, or the Judgment or bar any
action by any Party to enforce the terms of the Stipulation, the Settlement, or the Judgment. In
addition, nothing in this Judgment is intended to release any rights to indemnification,
insurance coverage, or advancement of expenses that any Released Person has or may have
under any insurance policy, contract, bylaw, or charter provision, or under New York law,
including, but not limited to, any rights any Released Person has or may have related to any
pending or threatened civil or government proceedings.
5.2 	Upon the Effective Date, the Releasing Parties shall be permanently
barred, enjoined, and restrained from commencing, prosecuting, or asserting any Released
Claim against any of the Released Parties.
6. 	The Court hereby approves the sum of $280,000 for the payment of Plaintiff’s
Counsel’s attorneys’ fees and expenses (“Fee and Expense Amount”) and finds that the Fee
and Expense Amount is fair and reasonable. No other fees, costs, or expenses may be awarded
to Plaintiff’s Counsel in connection with the Settlement. The Fee and Expense Amount shall
be distributed in accordance with the terms of the Stipulation.
7. 	The Court hereby approves a Service Award of $5,000 for Plaintiff, to be paid
from the Fee and Expense Amount in recognition of his participation and effort in the
prosecution of the Action.
8. 	Neither the Stipulation nor the Settlement, nor any act performed or document
executed pursuant to or in furtherance of the Stipulation or the Settlement, nor any of the
negotiations or proceedings in connection therewith: (i) is or may be deemed to be or may be
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offered, attempted to be offered, or used in any way by the Parties or any other Person as a
presumption, a concession or an admission of, or evidence of, any fault, wrongdoing, liability,
or non-liability of the Parties or Released Persons, or of the validity or infirmity of any of the
Released Claims; or (ii) is intended by the Parties to be offered or received as evidence or used
by any other person in any other actions or proceedings, whether civil, criminal, or
administrative, other than to enforce the terms therein. 	Neither the Stipulation nor the
Settlement, nor any act performed or document executed pursuant to or in furtherance of the
Stipulation or the Settlement, nor any of the negotiations or proceedings in connection
therewith may be construed as evidence, shall otherwise be admissible, referred to, or used in
in any proceeding of any nature, for any purpose whatsoever, except to enforce the terms of
the Settlement, and except that the Released Persons may file the Stipulation and/or the
Judgment in any action or proceeding that may be brought against them to support a defense
or counterclaim based on principles of res judicata, collateral estoppel, full faith and credit,
release, standing, good faith settlement, judgment bar or reduction, or any other theory of claim
preclusion or issue preclusion or similar defense or counterclaim.
9. 	Without affecting the finality of the Judgment entered in accordance with the
Stipulation, the Court shall retain continuing and exclusive jurisdiction to implement and
enforce the terms of the Stipulation and the Judgment and to consider any matters or disputes
arising out of or relating to the Settlement, and the Parties submit to the jurisdiction of the
Court for purposes of implementing and enforcing the Settlement embodied in the Stipulation
and Judgment, and for matters or disputes arising out of or relating to the Settlement.
10. 	This Judgment is a final judgment, and the Court finds that no just reason exists
for delay in entering the Judgment in accordance with the Stipulation. Accordingly, the Clerk
is hereby directed to enter this Judgment forthwith in accordance with Rule 58 of the Federal
Rules of Civil Procedure.
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IT IS SO ORDERED.
Dated: January 22, 2026
Albany, New York
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