Elan tells regulator of Schuler 'issues'

ELAN HAS notified the US stock market regulator of “issues” relating to dissident director Jack Schuler.

ELAN HAS notified the US stock market regulator of “issues” relating to dissident director Jack Schuler.

Limited details of the issues involved have emerged as another rebel shareholder, Ib Sonderby, yesterday introduced a slate of four alternative directors he wants appointed to the board.

In an affidavit filed earlier this week seeking an injunction against Mr Schuler and fellow director Vaughn Bryson engaging lawyers to investigate the company at its expense and without authorisation, Elan disclosed that it had referred “issues which could potentially involve violations of . . . [Schuler’s] obligations [as a director] under US and/or Irish laws” to the US Securities and Exchange Commission (SEC).

The affidavit also refers to a legal inquiry, triggered last May, into share dealings by Mr Schuler.

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Mr Schuler, who ran a sustained campaign for improved corporate governance and industry expertise on Elan’s board, was elected as a director in July 2009 as part of an agreement between himself and the biotech group.

Mr Sonderby, who has himself been conducting a high-profile campaign against alleged breaches of corporate governance since last July, held a press conference yesterday to propose four new directors for Elan, including a co-founder of Athena Neurosciences, whose research underpins most of Elan’s current drug pipeline.

Mr Sonderby says the appointment of Larry Fritz and three other pharma executives would “bring industry-specific governance and leadership to Elan”.

He said the proposed directors were not aligned with each other or with any one individual’s interests, including Mr Sonderby’s. “They are entirely independent and, as directors, would serve the interests of all shareholders,” Mr Sonderby said on his website, www.saveelan.com.

Apart from Dr Fritz, Mr Sonderby proposed the appointment of Scandinavian pharma industry veterans Jens Bager and Torbjorn Bjerke to the board, along with Michael Heffernan, who runs venture-backed Collegium Pharmaceutical.

Mr Sonderby said he did not plan to call an extraordinary general meeting of shareholders – “at least not yet”.

Last night, Elan issued a short statement, saying it was “open to and appreciate investor feedback”.

“The nominating and governance committee of Elan’s board of directors will take the names of all proposed candidates for our board under advisement.”

Dominic Coyle

Dominic Coyle

Dominic Coyle is Deputy Business Editor of The Irish Times