“While most derivative actions are a normal incident of an
organization's affairs, to be
defended by the organization's lawyer like any other suit,
however, if the claim involves
serious charges of wrongdoing by those in control of the
organization, a conflict may arise
between the lawyer's duty to the organization and the
lawyer's relationship with those
managing or controlling its affairs.
The Complaints and Petitions filed before this Court contain
very serious allegations of
wrongdoing against those who control the corporation. In his
capacity as General Counsel and
Attorney of Record, Mr. Holifield participated heavily in
the negotiations with the various
parties for the Stipulation of Settlement (the
"Settlement") in this matter. However, during the
course of his representation and after submission of the
Settlement for the approval of this
Court, of which Mr. Holifield was a signatory on behalf of lsramco,
Mr. Holifield became
aware of certain other important facts and matters, that,
when taken as a whole, indicated to
him that certain terms of the Settlement had been agreed to
in Bad Faith, and that a fraud was
knowingly about to be perpetrated upon the Court and upon
the nominal Defendant, Isramco,
by certain parties to this Proceeding, through the tender of
the Settlement for approval by this
Court.”
“Both as an Attorney under the Laws of the State of Texas,
and as an Officer of the
Court, Mr. Holifield is ethically bound to bring to the
attention of all parties and to this Court,
those matters and facts, whether protected by privilege or
not, that are relevant to this Court's
inquiry as to allegations of fraud concerning the
Settlement, and fraud negatively impacting the
legitimate interests of Isramco as a separate entity.”
“Mr. Holifield also contends herein that Isramco is not
adequately, independently and
impartially represented before this Court at this time, and
that Isramco's lawful and legitimate
legal interests in this matter have been subverted and will
continue to be subverted and
undermined by.actions of certain Defendants and the current Counsel of Record for
Isramco,
unless this Court or some higher authority intervenes.”
“One of the key elements in the proposed Settlement, that
supposedly forms the primary
consideration for the joinder and approval of Isramco' s
portion of the Settlement, is that certain
corporate governance reforms would be instituted, providing
a sufficient "check and balance"
against future abuses of power and loyalty as are alleged in
the Consolidated Actions.
However, during the course of Mr. Holifield's inquiries and
conversations with Defendant
Haim Tsuff, CEO, Director, and majority stockholder of
Isramco, and Independent Directors of
the Corporation, as well as conversations with Isramco's
senior management, it became
painfully clear to Mr. Holifield that many actions taken by
Mr. Tsuff and the management
controlled by him, both in the past as directly related to
the allegations contained in this Action,
as well as statements and actions taken by Mr. Tsuff
subsequent to this Action and subsequent
to his joinder and approval of the Settlement now before
this Court, indicated that Defendant
Tsuff had and has no real intention of allowing any checks
or balances whatsoever, nor any
respect for laws not in his favor.
Mr. Holifield asserts that Mr. Tsuff's singular and
exclusive uses and abuses of power
as the CEO and majority stockholder of the Company, and his
ongoing unlawful misconduct
would nonetheless continue unabated by any act of the
corporation, its Directors, its legal
counsel, nor Order of this Court. It also became clear to
Mr. Holifield in the course of these
conversations and observance of Mr. Tsuff's actions, that
Mr. Tsuff considers himself to be
above the Law, and above any control (direct or indirect)
ofDirectors, legal counsel, and other
stockholders of lsramco, and of this Court. Mr. Tsuff is the alter ego of lsramco.”
“corporation is a mere conduit for the transaction of
private business of Mr. Tsuff and that no
separate identity of the individual and the corporation
really exists.
It is clear to Mr. Holifield that Defendant Tsuffs covenants
and agreements in the
proposed Settlement are a sham and a fraud against this
Court and against the other parties to
this Action. As such, it has became clear that Defendant
Tsuffused the services of Mr.
Holifield, through his representation of Isramco, to enter
into the Stiplulation of Settlement.
The Settlement as entered into by Mr. Tsuff is only a ruse,
a disguise, and an escape from all
liability, that completely releases Mr. Tsuff from any and
all wrongdoing. Mr. Holifield verily
believes- knows- that Mr. Tsuff has entered to the terms of
the Settlement in Bad Faith and
with no intention whatsoever to follow through on his
commitments contained therein, as well
as his duties of loyalty to the corporation and its
shareholders.”
“Both as an Attorney and as an Officer of this Court,
Mr. Holifield is ethically
bound to bring to the attention of all parties and of
this Court, those matters and
facts, whether protected by privilege or not, that are
relevant to this Court's
inquiry as to allegations of fraud concerning the
Settlement, and fraud negatively
impacting the legitimate interests of Isramco as a
separate entity.”
Mr. Holifield did everything he could possibly do
within the bounds of the Law to
impress upon Mr. Tsuff and senior management of
Isramco that he believed a number of
actions by Mr. Tsuff and other senior management
violated the spirit and terms of the
Settlement, as well as a variety of other Laws and
Regulations. Mr. Tsuff flatly dismissed
those concerns and continues to this day to deceive
Isramco and this Court. Any further
attempts by Mr. Holifield to rectify those actions
would be fruitless under the totality of the
circumstances. The corporation and its legal
representatives are under the total and unbridled
control of Mr. Tsuff, to the exclusion of all others,
including this Court. As such, the corporate
schema of checks and balances has been totally
corrupted by Mr. Tsuff. Mr. Tsuff hides
behind the corporate veil, as well as under its skirt.”
“Isramco is not adequately, independently and
impartially represented before this
Court; its lawful and legitimate legal interests have
been subverted and
undermined by the actions of certain Defendants.
Under the terms of the
Settlement, all defendants, including Mr. Tsuff and Mr. Maimon,
will enjoy a full,
complete, and total bar to all past, current and future claims, whether now
known or not, by Isramco
and its other shareholders. Additionally, the Settlement proposes to
have Isramco, the injured Party,
pay all attorneys fees, not only its own, but those of the other
Defendants and the
Plaintiffs as well. Everyone under this proposed Settlement gets a free ride
and a complete release of
all past wrongdoing, at the sole expense of Isramco and its other
stockholders.
None of these actions is in the best interests of lsramco. Make no mistake:
Counsel purporting to act on behalf of Isramco in this matter are fully
compromised by, controlled by, and acting only in the self-interest of the
wrongdoers, Defendants Tsuff and Maimon. This condition works a wrong against
the effective administration of Justice, and should not be allowed to continue.
This Court should appoint an Attorney Ad Litem for the benefit of Isramco, free
and independent of the reach and improper influence of the Defendants.”
Dennis
James Holifield, former general counsel for Isramco.
A.
Introduction
1. Isramco, Inc. is a publicly held, (ISRL), Delaware Corporation
with its principal executive offices at 2425 West Loop South, Suite 810, Houston,
TX, 77027 Isramco engages in the
acquisition, development, production and exploration of oil and natural gas
properties in the United States and Israel.
2. Thru a web of 7 layers of parent companies (some of the
companies are Israeli and some are BVI companies), Haim Tsuff (“Tsuff”),Isramco’s Chairman of the Board and
Chief Operating Officer since May 1996, currently “controls” 59.8% of the
outstanding common stock of Isramco and “may be deemed to control the company
“even thou that his direct equity part in Isramco is LESS THEN 4%!!.(See
attachment 1: The layers of the parents companies.)
Current Companies Structure (Attachment 1)
|
YHK
|
|
74%
|
|
Haim Tsuff/United Kingsway
|
|
Equital
|
|
44.5%
|
|
33%
|
|
JOEL
|
|
Naphtha – Israel Oil Company
|
|
100%
|
|
45%%
|
|
33%
|
|
8%
|
|
48.4%
%
|
|
IOC – Israel Oil Company
|
|
Naphtha
holdings
|
|
100%
|
|
68%
|
|
Isrmaco Oil&Gas GP
|
|
IOC LP
|
|
Naphtha
Exploration LP
|
|
Isramco Negev
2 LP
|
|
Isrmaco
Inc $170 million
|
|
8.63%
|
|
12.66%
|
|
“Isramco Energy”
“Isramco Resources” “Jay Management Company” and “Jay Petroleum”
|
|
100%
|
|
LP
– Limited Partnership to explore Oil & Gas
|
|
1.56%
|
|
GP
– General Partner
|
3. Jackob Maimon (“Maimon”) was the President of Isramco and owns
1.43% of the outstanding common stock of Isramco.Maimon resigned following an
ongoing investigation by Attorney I. Mairon and a Certified Public Accountant
H. Rabinowitch (collectively “Liquidators”) that were appointed by Tel Aviv Bankruptcy
District Court Judge the honorable Judge, Vice President Varda Alsheih as
liquidators of the assets of Israel Credit Lines. This appointment, in
effect, appoints the Liquidators to be representatives and a clerk of the Tel
Aviv District Court in Tel Aviv, Israel.
4.
Below is a brief background of the history of Israel Credit Lines:
a.
Israel Credit Lines formed in 1993 for the purpose of Investments. Since 1993 until its bankruptcy in 1999,
Israel Credit Lines raised hundreds of millions from investors in the form of
securities, bonds, and options.
Investors included lending institutions, private investment funds, and
ordinary families.
b.
At the time that the liquidators appointed, Israel Credit Lines had no
operating funds whatsoever. Following
extensive investigation and audits of the books of Israel Credit Lines, Rabinowitch
and Mairon discovered that the Israel Credit Lines were looted, in fact, by
controlling shareholders and managers of Israel Credit Lines, in conjunction
with various other defendants.
c.
On September 1, 2004, Rabinowitch and Mairon, as Court appointed
Liquidators of Israel Credit Lines, filed a lawsuit in the Tel Aviv District
Court (“T.A. lawsuit”) on behalf of Israel Credit Lines against 42 different
defendants. The prosecution was assessed in the amount of about 500,000,000
NIS (T.A. 2201/04($150,000,000)). Mr. Jackob Maimon , Mr. Haim Tsuff and Mr. Hod Gil were among the central
defendants in the T.A. lawsuit.
d.
The central objective of the T.A. lawsuit is to recover the large amount
of assets that the controlling shareholders of Israel Credit Lines fraudulently
transferred. These assets include rights in oil and gas companies held
today in the name of Y.H.K that are
estimated to be worth very high amounts(billions of dollars).Isramco Inc. is a
one of the daughters companies of Y.H.K.,(see attachment 1)
e.
In the framework of the T.A. lawsuit, the Liquidators asked the T.A. Court
to rule that the stock shares in the oil and gas companies held by Y.H.K.
("Gas Stock") INCLUDING THE CONTROLING SHARES OF ISRAMCO, INC
were stolen from Israel Credit Lines unlawfully, and that the shareholders who
have rights in the Gas Stock (Jackob Maimon, Haim Tsuff, and the Livnat family)
must transfer their rights to Israel Credit Lines.
f.
Yuval Ran, The former controlling shareholder of I.C.L., and former
president of Isramco Inc. (1996-97), (Yuval Ran) has substantial information
regarding the fraudulent unlawful transfer of the Gas Stock to Jackob Maimon,
Haim Tsuff and the Livnat family. Mr.
Ran has cooperated with the Liquidators and has been extremely instrumental in
uncovering the unlawful acts of the Livnat Family, Jackob Maimon, Haim Tsuff,
Hod Gil, Amir Sanker and other employees
and members of The “Maimon-Tsuff Group”, Thru all of their different companies,
among them Verno Holland and Verno U.S.A and many more. The
information that Yuval Ran provided was given from Mr. Ran’s own free will and
without a promise of any benefits to Mr. Ran. (See attachment 2; THE LIQUIDATERS report to the Israeli court)
5.
Both Tsuff and Maimon
(until his resignation on 2010) have been and continue to be directors of Isramco. Since May
1996, and continuing to this day, Tsuff and Maimon( until his resignation on
2010) have engaged in a multi-continent
scheme involving self-dealing and fraud to
the detriment of Isramco and its shareholders.
6. In May 1996, Isramco entered into a
consulting agreement with Goodrich Global.
Goodrich Global, A B.V.I. Company is run and own by Tsuff. Tsuff solely determined the compensation that
Goodrich Global (Tsuff) would receive from Isramco.
7. As a
result of the Goodrich Global consulting agreement, a derivative action was filed
by Jeffery Goldstein in Harris County on June 9, 2010. (Attachment 3:the
“Goldstein Derivative Action”)
B. Self-Dealing in the
extreme
1. On April
6, 2010, Yuval Ran filed a shareholder’s derivative action (the “Action”) in
Harris County Texas District Court alleging self-dealing by Tsuff, Maimon, and
Isramco’s directors Max Pridgeon, Michelle Cinnamon Flores, Marc Kalton, Frans Sluiter,
and a host of entities either owned or controlled by Tsuff. (Attachment 4:
Ran’s Derivative action)4 In the
Action, Ran alleges numerous counts of self-dealing, including self-dealing
with regard to Cruise Ship, Naphtha Congo, Petach Tikva Undeveloped Property,
Realted Loans to Isramco, Closure of Israel Branch Office, and Tsuff and Maimon
Consulting Agreements:
a.
In March 2004, Isramco
purchased a cruise liner, “The Magic One”, for $8.05 million. After expending substantial amounts to repair
and renovate the ship, Isramco leased the ship to an Israeli-based tour
operator for $21,500 a day. In March 2005, Isramco leased the same ship to a
European-based tour operator for $8,000. The European-based tour operator was
Chesney Estates, a British Virgin Islands company owned by Maimon and
controlled by Tsuff. In December 2006,
Isramco sold this same liner to Chesney Estates for total consideration of only
$2.15 million.
((Attachment 4: Ran’s Derivative action))
b.
In 1997, Isramco acquired a
50% participation in a joint venture known as Naptha Congo which held two
permits for offshore drilling offshore of the Republic of Congo; in December
2000, Isramco acquired the remaining 50% interests. Isramco paid $800,000 to
these entities and also agreed to pay a 17.5 % royalty of net revenue associated
with the working interest. Naptha Congo failed to pay the driller, Romfor
International, for the costs of drilling ($1,500,000)., and was sued in Harris
County District Court where, in November 2003, the driller obtained a judgment
of $1,040,000 against Naptha Congo (now owned
50% by Isramco and 50% by Naphtha Petroluem through a subsidiary known
as Chanal.) On November 19, 2003, both
Isramco and Naphtha Petroleum transferred $521,000 ($1.04 million) to Naptha
Congo’s Swiss Bank Account at First International Bank in Zurich,
Switzerland. On that same day, Isramco and Naptha Petroleum sold their shares
to a Dutch citizen Marcel Bakker for only $50,000. Bakker is Maimon’s driver.
Instead of paying the judgment, Bakker then transfered $1,000,000 to the
account of Versailles Services Ltd in the same Swiss bank. Versailles Services
Ltd is a fully owned subsidiary of Chesney Estates, which we now know is owned
by Maimon and controlled by Tsuff. (Attachment 4:Ran’s Derivative action)
c.
In June 2002, Mati
Properties, a company controlled by Maimon sold to Isramco an undeveloped lot
in Petach Tikva, Israel for $1.88 million. In that same month, Isramco entered
into a 24 month lease agreement for the
property at a monthly rent of $7,000. In January 2006, Isramco entered into a
new lease to rent a smaller portion of the property for 24 months at $6,600 a
month. Isramco sold the property on December 31, 2007 for an undisclosed price;
however, prior to the sale, Isramco determed the property was “impaired” and
wrote down the value of this asset to $958,000. (Attachment 4:Ran’s Derivative
action)
d.
In March 2007, Isramco
purchased certain oil and gas interests in New Mexico and Texas from Five
States LLC for $92 million. To complete the sale, Isramco took out loans from
Wells Fargo and Naphtha Petroleum, the parent company of Isramco Inc. (Tsuff is
the controlling shareholder of Naphtha Petroleum). The total amount of the
loans to Isramco from Naphtha Petroluem was $42 million. In that same month,
Isramco obtained a $7 million loan from Jerusalem Oil Exploration, Ltd, (JOEL”)
,The parent company of Naphtha Petroleum ,another company of which Tsuff is the Chairman, CEO and controlling
shareholder. Then, in March 2008 Isramco acquired $102 million in additional
oil and gas interests in the US. Again, Isramco obtained loans from Naptha
Petroleum and Joel. And, then again in July 2009, Isramco obtained a loan for
$7 million from Israel Oil, a sister company of Isramco Inc., another company
controlled by Tsuff. (See attachment 1:)Each
of these loans had interest rates (LIBOR plus 6%) that were beneficial to the
Tsuff-controlled PARENTS companies and
detrimental to Isramco. The interest
alone was shifting money to the “upper layer” company and enriching Tsuff and
Maimon, similar to a pyramid scheme. (Attachment 4:Ran’s Derivative action)
e.
In Late 2007, Isramco
decided to “close its office in Israel and focus on US interests”. Isramco sold
all of its property and offices, including Isramco’s interest in Isramco, Negev
2 LP[1]
and IOC Dead Sea LP to Israel Oil. Israel Oil, also controlled by Tsuff, is a
subsidiary of Naphtha Petroleum, the parent company of Isramco Inc., or one
layer up in the pyramid scheme, at Tsuff’s direction, for a parsley sum of
$13.6 million.
f.
Shortly after the sale of
these assets to the Tsuff controlled entity Israel OIl, Noble Drilling
discovered natural gas in the property held by the Negev 2 LP valued at $20
billion (that’s right, with a “b”). The proceeds of the sale of the assets were
used to pay down the loans to Naphtha Petroleum. (Attachment 4:Ran’s Derivative
action)
g.
In a later proceeding , another derivative
suit, Yuval Lapiner filed an expert’s opinion that shows the value of those
shares BEFORE the transaction was more than 200 Million (Attachment 9:AFFIDAVIT OF ALEXANDER T.LAMAR)
h.
Lastly, Isramco entered into a “restated”
consulting agreement with Goodrich Global on November 25, 2008. In this “restated” agreement, Goodrich
Global’s compensation is $360,000 PLUS 5% of the Isramco’s pretax recorded
profit. Recall, Tsuff is still the Chairman, CEO and controlling shareholder of
Isramco and controls Goodrich Global. (Attachment 4:Ran’s Derivative action)
2. Winchester
talks with Isramco attorneys
a.
Robin Winchester
(“Winchester”) is an attorney of record for plaintiffs in the Goldstein Derivative
Action. While Ran filed his lawsuit, Winchester was already in discussions with
Michael Robbins (Counsel for Maimon), Constance Barnes (Counsel for Tsuff) and
Dennis Holyfield (Isramco General Counsel) to settle the Goldstein Derivative
Action.
3. Yuval Lapiner
derivative suit
a.
On June 30, 2010, Yuval
Lapiner, an Isramco shareholder, filed a derivate action against Tsuff, Maimon,
et al in the Chancery Court in Delaware.5
(Attachment 5:Lapiner’s Derivative action)
It is in this Complaint that Lapiner diagrams for the Court, and the
World, the influence, control and ownership Haim Tsuff has over Isramco and the
related companies.[2]
Lapiner’s Derivative complaint alleges essentially the same complaints Ran
alleges in his Derivative Action with additional factual support for the Negev
2 LP valuation in light of the Nobel Drilling find. (Unfortunately, the Lapiner
Derivative Complaint was dismissed because of the actions previously filed in
Harris County District Court, by Ran and after amended by Winchester to the
original “Goldstein Derivative Action”).
4. The
amended consolidation – or how Isramco influenced plaintiff’s counsel to water
down very serious allegations
a.
On September 7, 2010, Goldstein
(and Steinberg) filed an “Amended Verified Consolidated Shareholder Derivative
Petition”. (Attachment 6: the “Consolidated Petition”). The filing of that
petition was a compromise between Yuval Ran’s attorney and Robin Winchester in
order to move Ran out as an active plaintive, (to which Ran objected) and keep Winchester
as lead consul. The Consolidated Petition is a very light, watered-down version
of the Ran and Lapiner Derivative Action
filed in Delaware, except the Consolidated Action does not include the Petach
Tikva real-estate transaction or go into as much detail as the Lapiner Derivative
Action does on Negev 2 LP. Despite this, the Consolidated Petition was
good enough to take the lead.
b.
In the Consolidated
Petition Winchester’s firm Barroway Topaz Meltzer Check LLP was appointed Lead
Counsel.
5. Isramco
pushes Yuval Ran out of the proceedings[3]
a.
Winchester worked a deal with Tsuff, Maimon and company: She attacked
Yuval Ran’s attorneys saying that Ran has multiple legal battles against Tsuff
and Maimon, and that she will agree to add Ran’s claims to her amended
derivative claim in order for her to stay in the driver’s seat and lead the
case. After doing that, she went to the Delaware Chancery Court and asked to
dismiss Lapiner’s derivative suit because its claims are already included in
the amended derivative suit. In fact, Isramco’s attorneys told the Delaware
Chancery Court at a hearing held October 18, 2010 that Ran had filed his motion
to withdraw because the amended complaint “materially incorporates the new
claims and allegations form Ran’s Complaint.” The Chancellor, wondering what probative value
this had, “had the impression that you (Isramco’s attorneys) were reading me
the glowing things that Ran had to say about his colleagues…” Instead,
Isramco’s attorneys insisted that it had probative value “insofar as Ran is
confident that the other petitioners will adequately protect Yuval Ran’s
interests.” Now Winchester, in trying to strike the Lapiner Intervention, one
of her arguments to strike the intervention is she found evidence that Lapiner
and Ran had communicated. Winchester questions the propriety of the Lapiner/
Ran communications because Winchester asserts that Ran is a “known con artist” and has a “special vendetta” against Tsuff,
Maimon and company. So, Winchester and Isramco’s attorneys use Ran anyway they
can to make Ran and Lapiner derivative actions filed against Isramco go away, to
make the Lapiner Intervention go away, to proceed with the settlement discussions
with Isramco and to collect her
$1,000,000 fee, to be paid by Isramco.
b.
In light of the
Consolidated Petition’s “materially incorporate[ing] the new claims and
allegations from Ran’s complaint,” Winchester was successful in “convincing”
Ran to withdraw as an active participant in the derivative litigation against
Isramco, et al. This despite the
Consolidated Petition DID NOT including the Petach Tikva real-estate transaction.
The Petah Tikva real estate deal is a smoking criminal gun: Ran and his
attorney has a title that shows Maimon owned the land that he sold to Isramco
while being the president of Isramco Inc. Strangely
Robin Winchester, didn’t add that claim to the amended petition, but in the
settlement it is mentioned as one of the deals that’s got clearance when the
settlement will accrue.
6. Isramco
tries to settle the derivative actions
a.
Now that the Consolidated
Petition is filed and Ran is “convinced” to withdraw, and Lapiner derivative
suit dismiss because of Ran suit, Isramco, et al and Winchester RETURNED to
their settlement negotiations. The
proposed settlement calls for Isramco to make some corporate governance
changes, yet keeping Tsuff on as Chairman and CEO, and paying Winchester and
her firm $1,000,000 to go way.
7. Yuval
Lapiner intervenes, sees right through it
a.
On October 10, 2011,
Yuval Lapiner filed his Petition in Intervention in the Consolidated
Action. (Attachment 13: Yuval Lapiner
Petition in Intervention in the Consolidated Action. ) In his petition in
intervention, Lapiner quotes the Chancellor Laster, of the Delaware Chancery
Court regarding the seriousness of the allegations in Lapiner’s Derivative
action: “I am going to dismiss this case in favor of the Texas
action. I do so reluctantly. This is a
case I would like to see litigated here, at least as plead. And all I’m going on is the face of the
complaint. But at least as pled, it
raises serious loyalty issues.”
8. Lapiner
objects to settlement
Contemporaneous with the filing of his petition in intervention, Lapiner
filed an objection to the proposed settlement.[4]
In his objection, Lapiner goes into great detail how Tsuff and Maimon have depleted the corporate
coffers of Isramco for themselves to the
detriment of the other shareholders., including depriving Isramco of a natural
gas field (Negev LP 2) valued now at over $20 billion.(Attachment 12: Lapiner
objects to settlement)
9. Lapiner
files a scathing supplemental objection
In a supplemental objection to the proposed settlement Lapiner outlines
how the proposed settlement was reached after the review of “a few hundred
pages of documents”, no depositions and no truly adversarial proceeding. In the
proposed settlement there is no provision for the recovery of the millions, if
not billions of dollars Tsuff, Maimon et al have taken from Isramco and its
shareholders.(Attachment 14:Suppelment objection of Lapiner)
10.
Winchester objects to Lapiner’s Intervention
by casting aspersions on Ran’s character.
Ran is not a party to the Lapiner Intervention.
11.
Former Isramco GC, Holifield,
withdraws from representing Isramco as Tsuff continues to self-deal and
de-fraud the company
With his supplemental objection, Lapiner filed the Declaration of Dennis Holyfield
in Support of Yuval Lapiner’s Objection to the Proposed Settlement.”(Attachment
11: Declaration of Dennis Holifield) It is in his declaration that Mr.
Holifield, an attorney and former Vice President and General Counsel of
Isramco, details the “issues/irregularities/illegalities” within Isramco.
“During the six months I was employed by Isramco as General
Counsel, it became very apparent that the company was being directed solely and
exclusively by the CEO, Haim Tsuff, to the exclusion of the other directors of
the corporation, its legal counsel, and the other stockholders of the
corporation. This type of behavior was
witnessed through a number of transactions while I was employed by the company,
and represent a clear pattern of conduct to evade laws and regulations, misuse
power, misuse of the assets of the company, and to commit fraud. In every instance recited hereinafter as an
act of Isramco, Inc., and/or any of its subsidiaries, such acts were directly
ordered by Mr. Tsuff, either by him personally or through the CFO, Edy Francis,
or the ‘Asset Manager’ Amir Sanker…”
a.
In his declaration,
Holifield details even more instances of fraud by Tsuff et al against Isramco
and its shareholders in a fashion that would rival a John LeCarre novel. With
respect to the Consolidate Derivative Action proposed settlement, it became
clear to Holifield that the corporate governance reforms were nothing more than
“window dressing.”
Meetings with Tsuff, Francis and Sanker revealed to Holifield that neither
Tsuff, Francis nor Sanker had any intention of following any of the corporate
governance reforms agreed to and it would be business as usual at Isramco. Tsuff made this abundantly clear when he told
Hoilifield “I run the company, not the directors, not the shareholders,
no one but me.”
12.Winchester knew Isramco was not going to follow the
settlement agreement with respect to the change in corporate governance,
(Because she already got Holifield’s report)or how a lawyer is trying to
protect her $1,000,000 fee.
Winchester
is now trying to save her $1,000,000 fee.
She knows that Tsuff has no intention of implementing the corporate
governance changes required by the proposed settlement agreement. Despite this, Winchester does not report this
fraud to the court because she wants the $1,000,000 to be paid to her by
Isramco Inc..
13.Winchester asks “can’t we all just get along?”
Not wanting to let a settlement, and a $1,000,000 fee vanish into thin
air, Winchester files Affidavit of Robin Winchester in Support of Plaintiffs’
Motion to Continue the Settlement Hearing and to lift the Stay of this Action.
In her affidavit, Winchester essential casts aspersions on Holyfield’s claims
of continued fraud within Isramco by Tsuff, Francis and Sanker, and then turns
to the comfort of defendants’ counsel (same guys: Tsuff, Francis and Sanker) to
seek assurances that the defendants really did want to play in the sandbox
fairly. Winchester is now just as guilty
as Tsuff, Maimon, Francis and Sanker in the continued pillaging of Isramco.
14.The Fox is now Guarding the henhouse.
Isramco’s new GC, Doyle, is Sanker’s
lawyer
Isramco is now being represented by Paul Doyle. Paul Doyle represented Amir Sanker. Doyle is
now responsible for changing the corporate structure of Isramco. Michael
Robbins, Paul Doyle’s father’s law partner at Doyle, Restrepo, Harvin &
Robbins, LLP, represents Maimon, among others.
Isramco is now in the “Lion’s Den.”
12.
Max Pridgeon: another soldier of “Maimon -tsuff” that’s “help” Isramco.
Max Pridgeon is a long time employ of the Tsuff-Maimon
Group:
Director
2001-Present
Independent Director, Chairman of
Compensation Committee, Member of Audit Committee and Member of Nominating
Committee
Even in his resume that he filed with the SEC, he mention all of those
companies that he is working for,and we got proof that this is
Tsuff-Maimon entities.
Houston , TX
Sector: BASIC MATERIALS / Independent Oil & Gas
42 Years Old
Max Pridgeon has been a
director of the Company since April 2001. Since December 2002, Mr. Pridgeon has
served as a director and executive officer of Griffin Decorations, a business
which he founded. From March 1995 through December 2002, he
served as director of MAXIM Wholesale and Marketing Co., a company which he
founded. Concurrently, from February 1999, Mr. Pridgeon has also served as a
manager of sales for Europe and the Middle East for Blenfin XI, Netherlands, a
company that engages in the distribution of wooden picture frames (TSUFF-MAIMON’s
COMPANY). From April 1996 through January 1999, Mr. Pridgeon served as
a property acquisitions consultant to M.A. Realistic Estate,(TSUFF MAIMON’s
COMPANY) Netherlands, a company engaged in the ownership and management
of hotels in the Netherlands. From September 1989 through March 1995, Mr.
Pridgeon served as account manager and then export manager at VERNO Holland, (TSUFF-MAIMON’s
COMPANY)a company engaged in the marketing and distribution of oil
paintings.
13.
Time line:/Attachment list
1. 1997-Tsuff and Maimon acquiring the
final control off Y.H.K. from Israel Credit Line,(I.C.L.)in a fraudulent transaction , Ran that familiar with the
transaction and he is the controlling shareholder ,leaving Israel and relocated
in Harris County, Texas. (Attachment
2:The Receivers Report)
2. On 298/1999 the honorable Court appointed
accountant H. Rabinovich and attorney I Miron as joint liquidators for I.C.L
. (Attachment
2:The Receivers Report)
3. On
5/6/2002 the honorable Court appointed
accountant H. Rabinovich and attorney I Miron as permanent liquidators
to I.C.L. (Attachment 2:The Receivers Report)
4. On 1.9.2004 the Liquidators submitted
to the Court of Appeals in Tel Aviv (Mechozi), a lawsuit on behalf of the
company against Maimon, Tsuff, Gil , Ran and42 different
defendants. The Liquidators estimated
that the sum of the Lawsuit is approximately 500,000,000 shekels (Civil Claim
2201/04).
(Attachment 2:The Receivers Report)
5. 1/2006 Hod Gil and Amir Sanker arriving
to the U.S.
6.
12/2008 Hod Gil moving from the US to Israel
7. 6 /2009
Barroway’s original pettion (Attachment
3)
8. 10/2009 In a
decision given by the Supreme Court on 15.10.09, the Supreme Court upheld the
appeal of the Liquidators in all three of the appeals. The Supreme Court cancelled the decisions
issued by the honorable Registrar Zamir.
The Supreme Court held that there is a need to arrange a comprehensive
factual inquiry before it will be possible to determine whether the Lawsuit
became invalid due to the statue of limitations. (Attachment 2:The Receivers Report)
9. 4 /2010 RAN CLASS ACTION
ISRL
(Attachment 4)
5.
5/2010 On May 6 2010 notices were submitted to the
stock exchange and the Securities and Exchange Commission according to which
Mr. Jackob Maimon announced his resignation from his role as Director and as
Chairman of the Board of Directors at dozens of public companies trading in the
stock market following his departure from Israel. The suspicion that disturbed the Liquidators
was that this signaled a stage in a process leading to the possible
disengagement of Maimon from Israel while advancing the possibility of selling
the rights in United Kingsway and/or their transfer them in another way. United Kingsway is an offshore company
registered in the Bahamas Islands.
Through this company Maimon and Tsuff possess the oil corporations that
were taken from I.C.L. within the framework of the Y.H.K. transaction.
(Attachment
2:The Receivers Report)
5. 6/ 2010 LAPINER SHAREHOLDER DERIVATIVE
COMPLAINT (Attachment
5)
6. 6/
2010 CORT OF DELAWARE TRANSCRIPT
(Attachment 6)
7. 9
/2010 Barroway ammended pettion
(Attachment 7)
8. 10/
2010 Ran withdrew because of the amended petition. (Attachment 8)
9. 10/
2011 AFFIDAVIT OF ALEXANDER T.LAMAR. (Attachment 9)
10. 10/
2011 C.V. ALEXANDER.
(Attachment 10)
11. 10
/2011 DECLARATION OF DENNIS HOLIFIELD
(ISRL ATT)IN SUPPORT OF (Attachment 11)
12. 10/
2011 Lapiner objection to proposed
settlement
(Attachment 12)
13. 10/
2011 Lapiner petition in intervention
(Attachment 13)
14. 10/
2011 SUPPELMENT OBJECTION OF
LAPINER (Attachment
14)
15. 10
/2011 AFFIDAVIT OF ROBIN WINCHESTER
(Attachment 15)
16. 10/
2011 DECLERATION OF YUVAL LAPINER
(Attachment 16)
17. 10/
2011 Isramco Report to the SEC about Holifield Criminal Claims (Attachment 17)
18. 10/
2011 NOBEL ENERGY CALL (Attachment
18)
19. 10
/2011 Paul Doyl Is Isramco Attorney
(Attachment 19)
20. 10
/2011 PLAINTIFF'S MOTIION TO LIFT THE STAY (Attachment
20)
21. 10 /2011
TAMAR VALUE PRE-DRILL CASE EXCEL (Attachment
21)
22. 11/
2011 KESLER (Barroway) SUBPOENA HOLIEFIELD (Attachment
22)
23. 11
/2011 KESLER (Barroway)TAKING ORAL DEPOSITION OF HOLIFIELD.pdf(Attachment
23) 33.11/2011 Brief of amicus curiae
Dennis James Holifield,Formal general counsel for Isramco is filed:
(Attachment 24)
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