Bridgeport holdings liquidating trust v boyer


13-May-2017 21:37

Clarick Gueron Reisbaum LLP, Attorneys for Defendants Revital Degani, Yehuda Karni , Menahem Morag and Daniel Vaknin , 220 Fifth Avenue, 14th Floor, New York, NY 10001, Nicole Gueron, Esq. For the following reasons, the Court grants the Independent Directors' motion to dismiss and grants Eluz's motion in part.

The facts are derived from the well-pleaded allegations in the Complaint, dated August 27, 2014 ("Complaint") (ECF Doc.

In or about 2005, Maiman proposed that Ampal purchase a portion of MNF's interest in East Mediterranean Gas Company, S. (¶ 20.) Because it was a "related party transaction" under the New York Business Corporation Law, the deal had to be approved by the "disinterested" members of the Board.

(¶ 21.) Consequently, the Board formed the Committee, which initially consisted of Karni, Morag, and Eitan Haber.

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(Id.; Minutes of a Meeting of the Special Committee of Ampal-American Israel Corporation Held on February 15, 2009 ("Feb.2009 Minutes"), at 1.) Eluz further explained that there was no prior agreement providing compensation for MNF's services, although the parties had discussed entering into a long term management agreement in 2008. 2009 Minutes at 1.) MNF had originally asked for 20 million NIS as compensation, but Eluz explained that the parties had negotiated an annual management fee of 10 million NIS payable in quarterly installments, which the parties deemed to be fair.

The deal also included an option (the "Option") for Ampal to purchase a 35% interest in the Project from MNF once MNF obtained the necessary bank financing for the Project.