*583In an action, inter alia, for declaratory and injunctive relief, the defendants Mike Alfant, Mike Kopetski, J. Allen Kosowski, James Meyer, Afsaneh Naimollah, Thomas Weigman, and On2 Technologies appeal from an order of the Supreme Court, Queens County (Grays, J.), entered July 25, 2012, which, upon a decision of the same court dated January 10, 2012, made after a hearing, denied their motion, made jointly with the plaintiff, to approve a settlement of a proposed non-opt-out class action.
Ordered that the order is affirmed, with costs.
The instant appeal arises from a merger between the defendant On2 Technologies, Inc. (hereinafter On2), a publicly held Delaware corporation that developed video compression technology, and Google, Inc. (hereinafter Google), the global technology conglomerate specializing in Internet-related services. On August 4, 2009, On2 entered into a merger agreement with Google and Oxide, Inc., a subsidiary of Google, pursuant to which Google agreed to acquire each share of On2 common stock in exchange for 60 cents worth of Google Class A common stock. At that time, the proposed transaction was valued at approximately $106.5 million.
On August 7, 2009, the plaintiff, on behalf of himself and other similarly situated shareholders of On2, commenced the instant action, alleging that On2’s board of directors breached its fiduciary duties to the shareholders by, inter alia, failing to ensure that the shareholders would receive maximum value for their shares. Among other things, the plaintiff sought certification of a class to prosecute the matter as a class action, a declaration that the merger agreement was unlawful and unenforceable, rescission of the merger agreement, and injunctive relief. In August 2009, other shareholders of On2 (hereinafter collectively the Delaware plaintiffs) commenced similar actions in the Delaware Court of Chancery.
On February 22, 2010, the parties to this action, as well as the Delaware plaintiffs, proposed a settlement, pursuant to which they agreed that “solely for the purpose of effectuating the [settlement,” the instant action “may be maintained . . . as a non-opt out class action.” The settlement provided, inter alia, for dismissal of the New York and Delaware actions in their entirety, with prejudice, and a release of “any and all” merger-related claims. The proposed settlement class encompassed “all persons and entities who held shares of the common stock of On2 ... at any time between August 4, 2009 and February 19, 2010.”
Upon notice of the proposed settlement to all record holders of On2 common stock, 226 of those shareholders filed objections *584to the proposed settlement. The objectors contested the proposed settlement, claiming that it contained “an astonishingly broad” release that would “unlawfully restrict” and “unduly burden” the rights of shareholders to pursue their own individual claims for damages. Following a fairness hearing, the Supreme Court denied approval of the settlement because it did not afford nonresident class members the opportunity to opt out of the settlement in order to preserve their right to assert claims for damages. We affirm.
The determination of whether a lawsuit warrants certification as a class action under the relevant statutory criteria rests within the sound discretion of the trial court (see City of New York v Maul, 14 NY3d 499, 509 [2010]; Small v Lorillard Tobacco Co., 94 NY2d 43, 52 [1999]), and must be grounded upon a consideration of the factors set forth in CPLR 901 (a) and 902. The five factors enumerated in CPLR 901 (a) are: (1) the class is so numerous that joinder of all members is impractical, (2) the existence of common questions of fact or law that predominate over questions affecting individual members, (3) typicality of the class representative’s claims or defenses with that of the class, (4) adequacy of protecting the class by the representative, and (5) superiority of the class action to other available methods of adjudicating the controversy. If the prerequisites of CPLR 901 are satisfied, CPLR 902 requires consideration of: (1) whether class members have an individual interest in controlling the litigation, (2) the impracticality or inefficiency of prosecuting or defending separate actions, (3) the extent and nature of existing litigation, (4) the desirability or undesirability of concentrating the claim in a particular forum, and (5) difficulties likely to be encountered in managing the class.
As recognized by the Court of Appeals more than two decades ago in Matter of Colt Indus. Shareholder Litig. (77 NY2d 185 [1991]), the New York statutes also look to the relief sought by the class in determining what process is due the class members (see id. at 194). In Matter of Colt, the Court of Appeals considered whether a class-action complaint demanding predominantly equitable relief required the court to give class members an opportunity to opt out. Therein, the Court held that class members have no constitutional due process right to opt out of a class that seeks predominately equitable relief, as long as the prerequisites for the certification of a class action, i.e., numerosity, predominance, typicality, adequacy of representation, and superiority of a class action over other forms of action are satisfied (see id. at 195-196). However, the Court of Appeals recognized that “ ‘[o]ne of the strengths of CPLR article *5859 is its flexibility. A decision granting class action status is not immutable and if later events indicate that the decision should be reversed, altered or amended, requisite relief is authorized’ ” (id. at 196, quoting Friar v Vanguard Holding Corp., 78 AD2d 83, 100 [1980]). Moreover, unlike class actions rooted in rule 23 of the Federal Rules of Civil Procedure, CPLR article 9 does not specifically enumerate or identify any particular category of case in which an opportunity for a class member to opt out is mandated (see Matter of Colt Indus. Shareholder Litig., 77 NY2d at 194-195). Instead, the New York statute clearly contemplates that a trial court may choose to exercise discretion to permit a class member to opt out of a class “[w]hen appropriate” (CPLR 903). From a practical standpoint, Matter of Colt recognizes the flexibility, discretion, and wide-ranging authority available to the Supreme Court in fashioning an appropriate remedy to fit the myriad of scenarios presented in the context of class-action/ opt-out litigation.
In Matter of Colt, the Court of Appeals stated that, while the settlement at issue there afforded class members relief that was essentially equitable in nature, it “exacted as a price” for that relief a concession that the class members could not pursue damage claims based on the corporate merger that was the subject of that proceeding (Matter of Colt Indus. Shareholder Litig., 77 NY2d at 197). To the extent that the terms of the settlement in Colt had an impact upon the entirely separate and distinct right of the class members to pursue damages claims, due process concerns became particularly relevant (see id.). Thus, the Court of Appeals held that the Supreme Court erred in approving a settlement that purported to extinguish the rights of out-of-state class members to litigate damages claims, without giving them a chance to opt out of the class. The Court of Appeals emphasized that the mere fact that the relief initially demanded was largely equitable should not permit a court to bind litigants to a settlement that eliminated constitutionally protected property interests without due process.
We conclude that Matter of Colt is analogous to the instant case, and is controlling. Our dissenting colleague acknowledges that the pertinent circumstances presented in Colt are also implicated here. Indeed, as in Colt, the settlement agreement at issue here impinges upon a distinct right, namely the right to pursue a claim for damages. Nevertheless, the dissent concludes that, here, any claim for money damages is “incidental” to the equitable relief sought and, thus, that class members should not be excluded. In his dissent, our colleague primarily relies upon cases that apply rule 23 of the Federal Rules of Civil Procedure *586(see Wal-Mart Stores, Inc. v Dukes, 564 US —, 131 S Ct 2541 [2011]; Allison v Citgo Petroleum Corp., 151 F3d 402 [5th Cir 1998]). He also states that he does not “endorse granting opt-out rights only to out-of-state class members.”
Under the doctrine of stare decisis, “once a court has decided a legal issue, subsequent appeals presenting similar facts should be decided in conformity with the earlier decision” (People v Bing, 76 NY2d 331, 337-338 [1990]). Notably, this Court is a court of precedent and is bound to follow the holding of the Court of Appeals (see People v Turner, 5 NY3d 476, 482 [2005]; People v Rivera, 5 NY3d 61, 65 n 2 [2005]; Mountain View Coach Lines v Storms, 102 AD2d 663, 664 [1984]). In Matter of Colt, the Court of Appeals spoke on the precise issue before us on this appeal. Although it is within the province of the Court of Appeals to reexamine its earlier precedent and determine whether a compelling justification exists to overrule that precedent (see People v Peque, 22 NY3d 168, 194 [2013]), that right of reexamination is not within our province. Simply stated, this Court cannot discount or disregard the Court of Appeals’ determination in Matter of Colt and, if there is to be any shift in that precedent, the change in the law is for the Court of Appeals to pronounce.
The appellants’ remaining contention is without merit.
Accordingly, based on the Court of Appeals’ holding in Matter of Colt, the Supreme Court providently exercised its discretion in declining to approve the subject proposed settlement that would have extinguished the right of out-of-state class members to litigate damage claims without giving them the opportunity to opt out of the class.
Rivera, J.R, Balkin and Cohen, JJ., concur.