Ex-Amarin CEO Says Hostile Takeover Cost Him His Job
On March 31, 2023, the former CEO of Amarin Pharmaceuticals filed suit against Amarin, in New Jersey state court alleging that an investor used intimidation tactics to take over Amarin’s board and freeze him out of the company.
Former CEO Karim Mikhail alleges in his complaint that Sarissa Capital Management, Amarin’s largest shareholder, launched a series of press releases accusing Mikhail and other directors of engaging in reckless misuse of company resources. Sarissa allegedly made “disparaging, inaccurate and misleading statements about Plaintiff Mikhail” that damaged his reputation within Amarin and the pharmaceutical industry.
For example, Mikhail alleges that Sarissa stated in an investor presentation that “Sarissa does not trust management to prudently manage cash support to [the company’s] EU launch,” with a photo of a Spartan with a spear (Sarissa’s logo) pointed at Mikhail on the deck slide. Additionally, Mikhail alleges that Sarissa publicly stated it “doubt[s] CEO Karim Mikhail’s compensation willfully reflect[s] the poor performance under his watch.”
According to Mikhail’s complaint, Sarissa’s misconduct started after it obtained a 5% ownership stake in Amarin, making Sarissa the company’s largest shareholder. Shortly thereafter, Sarissa called for a shareholder meeting to add directors and remove the board’s chairman, after which Sarissa “bullied” Amarin board members to resign and nominated new Sarissa-backed directors. Mikhail alleges that Sarissa “targeted him personally as the face of the company and defamed him as a means of gaining additional votes from investors.”
Mikhail argues that Amarin breached its employment agreement with him by refusing to pay him severance pay he was owed when it effectively terminated him. According to Mikhail, “he was fired already publicly more than 3 times based on Sarissa’s communications targeting him.” The board rejected Mikhail’s argument, telling him he should “just resign” if he wanted to leave. Mikhail asserts that, “[g]iven Sarissa’s effective and total control of defendant Amarin, it was and is unreasonable and unjust to force plaintiff Mikhail to work with Sarissa and its agents.”
Mikhail states, “on March 27, 2023, Plaintiff Mikhail was thus compelled to submit notice of his constructive termination from defendant Amarin.” His complaint states that he is entitled to a lump sum in cash of the amount equal to his base salary ($750,000) for two years and a lump sum payment equal to two times his target bonus plus the continuation of health benefits. He also claims he is entitled to full accelerated vesting of outstanding stock options, restricted stock units or other equity incentive awards.