Wednesday, October 19, 2011

BREAKING -- Cain v. Hassan To Be Settled, On Eve Of Officer/Director Depositions


This should be moderately good news for New Merck (depending on the size of the damages) -- as New Merck is starting to put the 2007-2008 ENHANCE debacle in its rear view mirror. It still has to finish swallowing the bitter pill that Hassan fed it, in the form of legacy Schering-Plough, though.

On September 12, 2011, I mentioned that Hans Becherer, a former Schering-Plough director, had been ordered to sit for a deposition, under oath, before Halloween 2011, in the ENHANCE-related shareholders' derivative action pending in the federal District Court for New Jersey, called Cain v. Hassan (08-cv-1022 DMC-JAC). In addition to Mr. Becherer, ex-directors Patricia Russo, Thomas Colligan, Carl Mundy, Kathryn Turner, Phillip Leder and Robert Van Oort were also to be deposed by October 31, 2011 under this prior court order. They were all members of legacy Schering-Plough's Compensation Committee.

Recall also that Mr. Becherer was the Chairman of the Compensation Committee at the time when then-CEO Fred Hassan (and each of the other top six officers of Schering-Plough) were granted a special bolus of stock options, at what the company contemporaneously, and very-publicly claimed were "artifically deflated" prices (due, Mr. Hassan then preposterously said, to "unwarranted confusion" -- out of the long-delayed ENHANCE null-results). In contrast, the graphic below, right, in SGP NYSE stock-price trading terms, told the actual truth. There was no confusion; save the confusion caused by Schering-Plough's delay in releasing the disastrous reults of ENHANCE. But still, Mr. Hassan felt comfortable taking advantage of this supposed "confusion", helping himself and his officers to extra cheap stock options. Disgusting -- and shockingly self-serving.

A terse one page letter (a small PDF download) filed in the federal court sitting in Newark this morning indicates that the parties (subject only to New Merck board approval, and the court's blessing) have agreed in principle to settle this matter. All depositions have been stayed -- pending the settlement's acceptance, by a one page order from the court, also entered this morning, in Newark.

No mention (yet) of the size of the payment to be made to legacy Schering-Plough shareholders (and, in some cases, to some New Merck shareholders, via the merger contortions).

It simply cannot be ignored that this case had been pending since the early part of 2008, and only now -- on the eve of a series of sworn, and cross-examined, Compensation Committee Chairman/Board of Director statements -- does the case get settled. Recall that each of the directors, and most of the executive officers of legacy Schering-Plough, were sued personally -- and, if found liable, would be on the hook, personally, for these alleged damages. That is significant. When the settlement terms and figures are made public, we will report them.

Still pending are the federal securities claims in two ENHANCE matters where the plaintiffs' lawyers are seeking class certification. So, New Merck is far from out of the ENHANCE woods, yet.

Do stay tuned. We will follow this -- as we have, for going on four years now.

1 comment:

Anonymous said...

22 August 2011
Walgreens Names New General Counsel with Retirement of Dana Green

DEERFIELD, Ill., August 22, 2011 - Walgreen Co. (NYSE: WAG) (NASDAQ: WAG) today named Thomas J. Sabatino, Jr., executive vice president, general counsel and corporate secretary, effective Sept. 12. Sabatino replaces Dana Green, executive vice president, general counsel and corporate secretary, who is retiring after 37 years with the company.

“The clear legal counsel and advice, as well as strong ethical foundation and support for team members that Dana provided to the company throughout her career contributed greatly to Walgreens growth and success during each year she was with the company,” said Walgreens President and CEO Greg Wasson. “Each member of the management team at Walgreens can thank her for the guidance and support she provided to them at some point in their career. All of us in the Walgreens family wish Dana and her family the best in her retirement.”

Green, 61, joined the company in 1974 as an attorney in employee relations. She became director of that department before being promoted to divisional vice president of employee relations in 1998. She was named corporate vice president of human resources in 2000 and promoted to senior vice president, general counsel and corporate secretary in 2004. In 2010, she was named an executive vice president.

Sabatino, 52, joins Walgreens having held general counsel roles with United Airlines, Inc., Schering-Plough Corporation, Baxter International Inc., and American Medical International, Inc. “With each of these companies, Thomas acted as a close advisor to the CEO on central issues each organization faced,” said Wasson. “His extensive background in health care and extraordinary legal experience make him a perfect fit for the organization as we move forward with our core strategies.”

After beginning his career with a law firm and then moving into corporate law, Sabatino was named president and CEO in 1990 of privately-held medical products manufacturer and distributor Secure Medical, Inc., of Mundelein, Ill. In 1992, he joined American Medical International, a Dallas-based for-profit hospital chain with 40 acute-care hospitals. Three years later he joined Baxter International and was named senior vice president and general counsel for the company in 1997.

Sabatino moved to Schering-Plough in 2004 as executive vice president and general counsel for global law and public affairs. He left Schering-Plough in November 2009 after its merger with Merck & Co., Inc.

In March 2010, he was appointed general counsel of United Airlines and immediately took a leading role in its merger negotiations with Continental Airlines, Inc. Sabatino left United Continental Holdings, Inc. earlier this year after completion of the merger.

Sabatino earned a bachelor of arts degree from Wesleyan University, Middletown, Conn., in 1980 and his law degree from the University of Pennsylvania in Philadelphia in 1983. He is a member of the bar in Massachusetts, Illinois, California and New Jersey. He serves on the board of directors and the executive committee of the Association of Corporate Counsel; is a member of the leadership board of the U.S. Chamber Global Intellectual Property Council; and is on the general counsel committee of the American Bar Association.

His current charitable affiliations include the board of directors of both Trinitas Regional Medical Center in Elizabeth, N.J., and the Asthma and Allergy Foundation of America.