While
efforts to reduce someone s grieving may seem justified as acts of love, and motivated only by a wish to minimize another's pain (and
thus are difficult, especially
for the bereaved, to challenge), they fail the first test of love: they do not
show respect.
As a brief overview, the Management and Board have embarked upon a failed merger that garnered virtually no support from its shareholders, and was opposed by ISS, and continued on that path until the date of the special shareholders meeting and scheduled vote, spending lavishly in a failed
effort to close it; attempted to implement substantial new options to itself, a plan opposed by ISS and the shareholders, which was withdrawn; continually paid itself outrageous sums of the shareholders money over the past three years; rejected highly qualified outside board members with deep, broad healthcare company experience supported by its shareholders; held many Board and Committee meetings with nothing to
show for it; formed a new Strategic Transactions Committee that is highly paid but that has produced no deals
for the shareholders to consider or
for any outside valuation experts to formally review; spent lavishly on accountants, auditors and counsel; failed to successfully hire any outside professional negotiators and finally extinguish or remove the outstanding lease obligations; distributed no cash to the shareholders despite holding excess amounts; formed no special purpose entity to hold any royalty and milestone rights and payments
for the benefit of its shareholders; and
thus generally failed in its fiduciary duties to shareholders.