tag:blogger.com,1999:blog-4241416962008169508.post4836023478507225974..comments2024-03-27T21:03:58.972-04:00Comments on Just A Life Sciences Blog...: Merck Adopts "Irrevocable" Retroactive Indemnity For Os And Ds -- Now Including Legislative Investigations, As Well As LitigationUnknownnoreply@blogger.comBlogger5125tag:blogger.com,1999:blog-4241416962008169508.post-29388666692283724492011-12-25T01:35:53.293-05:002011-12-25T01:35:53.293-05:00brilliant suggestion. thank you!brilliant suggestion. thank you!Anonymousnoreply@blogger.comtag:blogger.com,1999:blog-4241416962008169508.post-74933043351224835282011-12-24T10:32:37.327-05:002011-12-24T10:32:37.327-05:00I hear you, anonymous Merck employee --
There is ...I hear you, anonymous Merck employee --<br /><br />There is always the proxy process, and annual stockholders' meeting Q&A session. [Get your spouse to actually ask the question!]<br /><br />As a long-time Merck employees -- it is very likely you are also a shareholder, so you -- or someone you designate, could submit it as a question at the stockholders' meeting. <br /><br />Ask the general counsel to explain why this latest by-law amendment actually BENEFITS the shareholders -- and not just the directors and officers, it protects from the consequences of malfeasance.<br /><br />Especially former D's and O's -- like Fred. That makes no sense.<br /><br />Namastecondorhttps://www.blogger.com/profile/11014613306197942748noreply@blogger.comtag:blogger.com,1999:blog-4241416962008169508.post-76612023113633691312011-12-24T00:28:42.394-05:002011-12-24T00:28:42.394-05:00thank you. & I also find the pleas to feloni...thank you. & I also find the pleas to felonies troubling. It seems to me that a criminal conviction is not something that companies should be so easily able to buy their way out of. Also, as a Merck employee, I feel that the company owes us a bit more explanation around this admission of criminal activity.Anonymousnoreply@blogger.comtag:blogger.com,1999:blog-4241416962008169508.post-75300008457031841922011-12-23T08:51:17.820-05:002011-12-23T08:51:17.820-05:00I do hear you.
The way the law -- and thus, the i...I do hear you.<br /><br />The way the law -- and thus, the indemnity provisions -- work here is that the company advances expenses of defending even a criminal investigation or proceeding, but the executive is required to repay those amounts if found guilty, or settles with a plea that implicates him or her in the criminal conduct.<br /><br />Public policy prohibits individuals from being indemnified for conduct that is found to be criminal, by a judge or jury.<br /><br />Of course, at that point, the executive rarely has the wherewithall to repay the millions advanced. So it is a rather meaningless carve-out, unless the whole board affirmatively votes to only pay expenses <b>after</b> a criminal outcome is known.<br /><br />More troublingly, though -- to me, personally -- is the case of corporate pleas to felonies. In that case, if the "person" is a corporation -- usually no one is deld accountable. <br /><br />Again and again, we see corporations plead guilty to felonies, and we see that the shareholders are unable to recover the related expenses from those individuals who were directing the felonious scheme. That is where the system seems fundamentally broken, in my opinion.<br /><br />Great observation -- thanks!<br /><br />Do stop back.<br /><br />NamasteCondorhttp://shearlingsplowed.blogspot.comnoreply@blogger.comtag:blogger.com,1999:blog-4241416962008169508.post-70270588188206544432011-12-23T08:23:53.203-05:002011-12-23T08:23:53.203-05:00Wow. I am no lawyer (obviously), but how is it p...Wow. I am no lawyer (obviously), but how is it possible for Merck (or any company) to provide indemnity for criminal investigations or proceedings? & What a nice Christmas gift for Freddie and his crew.Anonymousnoreply@blogger.com