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(¶ 12.) In or around 2002, Yosef Maiman acquired a majority interest in Ampal. (¶ 15.) Maiman also "installed" former employees of MNF in management positions at Ampal, including Irit Eluz, who had been a junior executive at MNF.
(¶ 13.) At the time, Maiman was also conducting business through another Israeli corporation, Merhav (M. (¶ 16.) At all relevant times, Eluz was the Chief Financial Officer, Senior Vice President, and Treasurer of Ampal. ("EMG"), an Egyptian company that was constructing a natural gas pipeline across the Sinai Peninsula to Israel.
(¶ 50.) The Committee received a "fairness opinion" from Houlihan Lokey for the purposes of its review of the transaction.
(¶ 51.) At a meeting on November 5, 2008, Maiman informed the Board that MNF was unlikely to obtain bank financing for the Project in the first half of 2009 due to the "world financial situation." (¶ 53.) The Committee considered an extension of the maturity date of the Loan at a meeting on December 4, 2008. "Where a complaint pleads facts that are `merely consistent with' a defendant's liability, it `stops short of the line between possibility and plausibility of "entitlement to relief."'" Iqbal, 556 U.
(¶ 22.) The Committee was assisted by Bryan Cave LLP ("Bryan Cave"), its legal counsel, and Houlihan Lokey Howard & Zukin Financial Advisors, Inc. (¶¶ 23-24.) Based on the advice of Bryan Cave and Houlihan Lokey, the Committee recommended, and the Board approved, the purchase of MNF's interest in EMG.
(¶ 25.) Subsequent to the transaction, the Committee continued as a standing committee of the Board. Film Techs., Inc., 987 F.2d 142, 150 (2d Cir.1993); Cortec Indus., Inc.
In return, Ampal received a personal guaranty from Maiman and the right to negotiate for the Option to provide a greater share of the equity in the Project.
(¶ 55.) As the maturity date neared, the Committee considered a second extension at a meeting on December 15, 2009.
(¶ 47.) At a meeting of the Board on August 9, 2007, Eluz advised the Board that MNF was developing an ethanol production project in Colombia (the "Project").
(¶ 48.) At a subsequent meeting on November 15, 2007, the Board, relying on the recommendation of the Committee, approved a million loan to MNF (the "Loan"), maturing on December 31, 2008.
(¶ 40; Dec.2010 Minutes at 4.) The Superseding Agreement was executed on December 30, 2010.
The Superseding Agreement recounted MNF's "extensive expertise and experience in project development, management and financing, particularly infrastructure and energy projects." (Superseding Agreement at 1.) Unlike the 2009 Agreement, which provided for the payment of a flat fee and required MNF to cover its own expenses, the Superseding Agreement provided that Ampal would pay MNF's fee based on a percentage of its Ampal-related expenses as determined by the Committee at or near the end of the year. Second, the court should give all "well-pleaded factual allegations" an assumption of veracity and determine whether, together, they plausibly give rise to an entitlement of relief.
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.Tags: Adult Dating, affair dating, sex dating