BIOLASE Inc(NASDAQ:BIOL)’s former CEO Federico Pignatelli, who was ousted earlier this month, has started a process to obtain certain books and records from Biolase management relating to suspected wrongdoing, mismanagement and corporate governance failures by the company’s board of directors.
Pignatelli, who is still a director and owner of 4.8% of Biolase, was forced out as CEO and chairman of the dental-laser company with the help of hedge fund Oracle Partners, which owns about 16.3% of Biolase. In late May, a Court of Chancery judge sided with Oracle Partner’s bid to place a nominee and effectively ending Pignatelli’s role as CEO. Currently, new board member Jeffrey Nugent serves as interim CEO and Paul Clark was selected new board chairman.
In a statement Friday, Pignatelli is alleging Nugent has inadequate knowledge to run the company and that Nugent and directors are “conspiring with Oracle to commit corporate waste and divest Biolase of its valuable long-standing assets in the dental field.”
In addition, the statement citing Pignatelli suggests that board members may have placed their own interest over Biolase shareholders. It notes that new board members Clark and Nugent provided confidential, financial information about the company to Larry Feinberg, the managing member of Oracle’s general partner, many days before the company’s 10-K was publicly disclosed and before other shareholders received the information.
Pignatelli also alleges that after a June 26 meeting with directors at which he raised concerns about their conduct, four directors voted to change Biolase’s bylaws to “make directors less accountable to their shareholders and make it harder for shareholders and directors to bring suits based upon the very types of misconduct of the type described in my letter.”
He said claims that four directors voted to reduce the size of the board, nominating themselves along with him, “furthering insulating themselves from outside influence.” BIOL is trading in the lower half of the 52-week range between $1.14 and $4.09. It was inactive in recent pre-market trade.
Ousted BIOLASE Inc(NASDAQ:BIOL) CEO Seeks Management Documents to Investigate Suspected Wrongdoing,
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