Elan Management Cleared Of Wrongdoing

An external review has cleared Elan Corp (Ireland) of any wrongdoing following “a number of matters” brought to the Board’s attention by some directors concerning corporate governance practices. The review, conducted by US law firm McKenna Long & Aldridge, found “no legal breaches or other wrongdoings of any nature” by Elan management, members of its Board of Directors or its advisors. According to a company press statement, Elan’s Board of Directors has unanimously adopted the final report.

With it, the Elan Board has also accepted the report’s recommendations, including “considering the feasibility of voluntarily complying with US domestic reporting requirements notwithstanding Elan’s status as a foreign private issuer and adopting a US ‘best practices’ conflicts policy”. Elan added that the close of the investigation will bring “renewed” focus to the company.

Although the press statement provides no details about the matters investigated, a number of other sources (Reuters, The Wall Street Journal, Irish Examiner) have been discussing the background of the case. The sources claim that two Directors on the Elan Board, Vaughn Bryson and Jack Schuler, had challenged the company over transparency issues and its corporate governance, and even initiated High Court Proceedings. Many of the sources also make reference to a blog established by one of Elan’s shareholders, who is leading an investor-driven campaign to “bring accountability to the company’s Board of Directors”.

According to the Elan statement, Bryson and Schuler have “expressed their satisfaction with the outcome of the McKenna process” and have agreed to suspend the Irish High Court Proceedings. They will also resign from the Board within 90 days.

www.elan.com