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Wednesday, Jun 7, 2023

Judge Rejects Some Claims of Mosher

A Los Angeles Superior Court judge has ruled that Precision Dynamics co-founder Walt Mosher had not proven allegations of an improper election of two members to the company’s board of directors. Following a seven-day trial, Judge Teresa Sanchez-Gordon dismissed claims challenging the election this summer of Jonathan Lasch and Robert F. Foster to the Precision Dynamics board. The decision also tossed out a claim by Mosher against Precision Dynamics Chief Financial Officer Mark Segal alleging he didn’t carry out his duties supervising the election of board members. Additionally, Sanchez-Gordon rejected arguments that an August shareholders meeting did not follow state code requirements. Mosher, 72, filed the lawsuit in September against Segal, company President and CEO Gary E. Hutchinson, board members Robert B. Kraemer, Lasch and Foster, and Precision Dynamics. The case alleged a power grab for control of the privately held San Fernando company, which designs and manufacturers identification band systems. Howard Gould, the attorney for Mosher, said he was not prepared to discuss ramifications of the court’s decision. “I didn’t see the ruling until late (Wednesday, Nov. 29, shortly before Business Journal presstime) and there has been no chance to evaluate it,” Gould said. Mosher was in Milan attending the ID World International Congress when the decision was announced. He was among the finalists for an ID People Award, recognizing important contributions made by the leaders, innovators and pioneering adopters that drive the development of Auto ID technology. Ronald Nessim, an attorney for the defendants, declined to comment but a statement from Precision Dynamics said that the company and the defendants were gratified by Sanchez-Gordon’s decision. “PDC and the individual defendants were saddened that Mosher chose to bring a lawsuit which, while it contained inflammatory charges, was wholly devoid of merit,” the statement read. The ruling leaves a number of other claims before the court: that Kraemer and Hutchinson breached their fiduciary duty by taking steps to keep Mosher from electing a board member of his choosing at the August shareholders meeting; an ouster of Lasch and Foster from the board; and a finding that Lasch and Foster breached an oral agreement with Mosher that they would step down from the board at Mosher’s request. A management conference on the remaining claims takes place in January. Testimony about those remaining claims was heard during the trial. The Precision Dynamics statement calls the pending allegations “a rehash of the claims that the Court has already rejected.” When on the witness stand, Lasch denied allegations that he told Mosher he would step down from the board if asked to by Mosher. “It is a breach of duty as a director to do that,” Lasch said. Mosher, a graduate of Glendale Community College and UCLA, founded Precision Dynamics in 1956 with three investors. The company is one of the largest manufacturers in the San Fernando Valley and a leader in designing, manufacturing and distributing identification band systems primarily for the medical and hospitality industries. Precision Dynamics employs 500 people in both San Fernando and Mexico facilities. Hutchinson joined the company in 2002 and was elected that year by Mosher and Kraemer to the board. Lasch is chairman of the board, president and chief executive officer of ORFID Corp., a company formed by Precision Dynamics and Convergent Ventures to develop radio frequency identification technology. Lasch is also a managing partner with Convergent Ventures. Mosher, Hutchinson and Kraemer serve on advisory boards of ORFID Corp. Foster is an adjunct professor at the UCLA Anderson School of Management where he also serves as director of the Global Access Program. He is a member of the Tech Coast Angels and the Pasadena Angels, both angel investing organizations, according to his biography at the Anderson School website.

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