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Tissera suing ex-CEO for NIS 9.5 million
Amir Helmer 02.2.2005 | 16:15
Tissera (OTCBB:TSSR) and its former CEO, Vicki Rabenou, did not part ways amicably. The biotechnology company fired her after 11 months and is now suing her for NIS 9.5 million, claiming among other things that she abused insider information to sell Tissera shares at a profit of $1.16 million.
Tissera is developing methods based on stem-cell technology to implant tissues and organs. Its lawsuit is a response to Rabenou's claim for NIS 560,000 in severance compensation and benefits.
Rabenou claimed to have earned $12,000 a month. She was fired in September 2004 but the company never compensated her. Instead, she claims, it set out to sully her good name.
She did not describe the circumstances leading to her dismissal in her lawsuit, current claiming she reserves the right to do so later on.
That time may come soon, given the claims Tissera levels against her.
Fraudulently obtained bonus
Tissera has many a complaint about acts she committed while serving as the company's CEO. For instance, it claims she fraudulently collected a $110,000 fee for recruiting new investors.
In March 2004, investors agreed to provide $5.5 million. Once the investment process was over, and the mediator was paid $500,000, one of the shareholders asked the director Meir Segev to have the company pay Rabenou a bonus for the fundraising effort.
Tissera says that on the day Segev signed the minutes, it turned out he had been misled about the shareholders' desire to pay her a bonus. He therefore advised Rabenou that he had signed the minutes by mistake, and the bonus was not approved. The directors demanded that Rabenou return the money, but she refused. In November the company decided to force the issue.
Biogreen and biological relations
Another affair concerned the January 2004 allocation of 397,000 shares to a company called Biogreen. Rabenou allegedly told the Tissera board of directors that the allocation was payment for services Biogreen had given Tissera. The company says the allocation cost it NIS 833,000.
But the company found no record of any agreement with Biogreen, which is registered in the Virgin Islands, says Tissera. Nor had any of the company workers heard of it.
Recently Tissera claims to have learned that Rabenou herself suggested selling the shares to Biogreen in an off-floor transaction, but it remains unclear who received the money Tissera is demanding that amount from Rabenou as well.
Rabenou is also charged with handing candy to relatives, and of hiring her brother, Pini Rabenou, to serve as the company's address in the U.S. and grant it financial advice. The idea was to save Tissera money, but she had the company allocate 280,000 shares to Pini at a cost of $1.3 million. In retrospect, Tissera claims, Rabenou misled the board of directors and her brother supplied no service to the company. It demands Rabenou return the money.
And that is not the end of the list. Tissera claims Rabenou neglected to deduct tax at source from capital gains she received upon exercising options. The exercise resulted in a $1.15 million capital gains, and she ignored the advice of accountants Kost, Forer & Gabbay to deduct tax at source.
In total, the company is demanding Rabenou return NIS 9.5 million.
Rabenou's lawyer, Yaron Reiter, commented that the company apparently chose to attack in order to justify its breach of her employment contract. "In my opinion the claim is groundless and relies on biased factual foundations, as shall be proven in my client's document of defense," he commented.
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