In a significant legal development, Xerox Holdings Corporation has agreed to a $2.2 million settlement to resolve a shareholder derivative action filed by the Miami Firefighters’ Relief and Pension Fund. The lawsuit, initiated in December 2019, accused Carl Icahn and his companies (High River Limited Partnership, Icahn Capital LP) of using non-public information about Xerox to profit from purchasing stock in HP, Inc.. Additionally, certain Xerox directors were alleged to have breached their fiduciary duties in the process.
While the plaintiffs argued that the Icahn defendants were unjustly enriched by this insider trading, the case was fraught with uncertainty regarding the likelihood of success if it proceeded to trial. The court acknowledged the challenges in proving the claims—especially around the specifics of the Icahn defendants’ profits and the timing of the alleged insider trading—and concluded that the settlement was a practical resolution for all parties involved.
On December 31, 2025, the court officially approved the settlement. In addition to the $2.2 million financial settlement, Xerox will also benefit from corporate governance improvements, aimed at strengthening oversight and preventing similar issues in the future.
This settlement highlights the uncertainty and risks of lengthy litigation, especially in complex corporate cases. For Xerox, the resolution offers a clear path forward with financial compensation and strengthened internal governance, avoiding the costs and unpredictability of a protracted trial.
