July 11, 2014
(Editor’s Note: This post is an excerpt from an article appearing in Practitioner Insights on WestlawNext)
Seeking to expand its influence over Biolase Inc., activist shareholder Oracle Partners LP has announced that it seeks to nominate Dr. Jonathon T. Lord to the company’s board. With the help of a recent Delaware Supreme Court decision, Oracle now stands to control four board seats at the dental surgery equipment company.
Frederick Moll, an individual who was previously nominated by Oracle, was appointed to Biolase’s board in June 2013. Oracle acquired another two seats earlier this year, after some litigious wrangling between it and the company ended with the Delaware Supreme Court intervening.
Oracle had taken a significant stake in the company and subsequently endorsed the appointment of two individuals, Paul Clark and Jeffrey Nugent, to the board. Shortly after their appointment, however, Clark and Nugent asked Federico Pignatelli, Biolase’s CEO and chairman, to resign.
Pignatelli responded by requesting that Alexander Arrow and Samuel Low — the directors replaced by Clark and Nugent — rescind their resignations. Ultimately, the court was asked to determine whether Arrow and Low had resigned during a telephonic board meeting in which Clark and Nugent were appointed.