Michael Toporek and Matthew Lipman resign as Directors from Brookstone Partners Morocco
NEW YORK–(BUSINESS WIRE)–Due to the breach of trust between shareholders of Brookstone Partners
Morocco (the "Company") and an ongoing criminal dispute against its
Chairman and CEO, Mr. Omar Belmamoun, two Directors have resigned.
Effective immediately, Mr. Michael Toporek and Mr. Matthew Lipman are no
longer members of the Company's Board of Directors. As a direct result,
Matthew Lipman has also given resignation from his position as Deputy
After learning of the alarming conclusions made in an expert report
which highlighted acts of abuse of corporate assets, misappropriation
and fraudulent use of the Company's funds contrary to its interest and
corporate purpose and solely for the benefit of Mr. Belmamoun and his
relatives, it is Mr. Toporek and Mr. Lipman’s belief that these
resignations are justified.
In addition to the above-mentioned and alleged criminal misconduct, it
is Brookstone’s position that, “Mr. Belmamoun systematically refused to
grant access to the Company's economic, accounting and financial
information to Mr. Toporek and Mr. Lipman. Mr. Belmamoun deliberately
ignored a judgment–confirmed again in an appeal–against the Company,
forcing it to release the required financial records, despite a penalty
payment of MAD 1,000 per day of non-compliance.”
The Director’s role in an independent, diligent and well-informed
manner, and in accordance with the Moroccan law 17-95 as modified and
supplemented by law 20-05 regulating joint-stock companies, is the basis
for a secure and successful company. This requirement is particularly
reinforced in the case of companies’ subject to reinforced regulations
or undertaking commitments with the Moroccan administration. This is the
case of Brookstone Partners Morocco, an investment firm approved by the
Ministry of Finance and subject to the supervision of the Moroccan
Capital Market Authority, which was the first company to have Casablanca
Finance City status.
In consideration of these recent resignations, the minimum number of
Directors required by law and the Company's Articles of Association, is
no longer met; and therefore, this Board of Directors is invalid and
must be reconstituted.
The Chairman of the Company is now required to convene a General
Shareholder’s Meeting within thirty days from today in order to
reconstitute the Board of Directors and appoint a new CEO.