This article has been updated with a comment from Abiomed.
The three-judge panel ruled on Nov. 27 that Keisuke Suzuki failed to prove that Abiomed owed him compensation in the form of company stock options for work he performed before his 2015 dismissal. The options deal hinged on securing Japanese approval of Abiomed’s Impella heart pump, which the company won in September 2016, 15 months after Suzuki’s termination. Suzuki was appealing a lower court’s decision in January to toss his lawsuit seeking $2.1 million in damages against Abiomed.
The Danvers, Mass.-based company hired Suzuki in 2010 to help it pursue Japanese regulatory approval for its flagship Impella device. Their agreement included a provision that would give Suzuki 45,000 ABMD shares pegged to Japanese regulatory milestones.
Suzuki claimed that Abiomed was resistant to his suggestions and recommendations for winning approval from the Japanese regulators, unnecessarily prolonging the process. The company allegedly gave him falsely negative performance reviews, sought to demote him and ultimately fired him without the 28-day notice required by his contract. The suit also alleged that Abiomed denied a bonus of 20,000 ABMD shares he was allegedly due based on Japanese approval of Impella.
Abiomed denied all of Suzuki’s claims and won summary judgment Jan. 4 from Judge Denise Casper of the U.S. District Court for Massachusetts. The appeals court ruled that at the time of Suzuki’s dismissal, it was uncertain whether the Impella would win Japanese regulatory approval, which only occurred “after much additional work” by the company.
“There is no principled way in which we can say that Abiomed deprived Suzuki of compensation that he had already earned by virtue of his past services,” wrote Judge Bruce Selya for the U.S. District Court of Appeals for the First Circuit. “The undisputed facts establish that Suzuki understood he would be entitled to the 20,000 shares only upon final regulatory approval of the Impella devices — a milestone that was far from assured at the time of his ouster.”
Abiomed told MassDevice in an email that the company is pleased with the appeals court’s decision.
“The appeals court accepted both the rationale of the lower court and the position of Abiomed which, at its core, was that Mr. Suzuki’s termination was not wrongful nor related to any equity he could have earned,” the company said. “Abiomed is grateful to have this matter resolved.”