1 board member gone. When is SB leaving?

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Anonymous

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What does this board know about fiduciary responsibility? What does SB know about earning a living by EARNING a living? So many questions for this board. It is no wonder they are being sued.
 






This is mostly the same BOD that was led by DB while MG was CEO. What does this BOD know about oversight? What does this BOD know about having checks and balances for a rogue CEO and a COB who was lockstep with said CEO. What does this BOD know about not having a CCO during a period of 100's of layoffs? What does this board know about not having a CCO during a quarter that MG and GS and HB forecast $175M-$200M in revenues for that quarter for almost a year which maintained the share price in the 30-40 range and then pulled that forecast less than a month before that quarter began? What did this BOD know about what others within the company that were responsible for revenue forecasts were forecasting for the 4th quarter? What does this BOD know about why BW was no longer with the company which created a 4 month vacancy of the CCO position? What does this BOD know about why it took 4 months to find a CCO who already worked for a Seattle company? What was the reason for a BOD member's purchase of stock with their own money in the 11 range? Was there an actual thought that it would outperform the general market indexes? That is a 73% loss of their own money. What does this BOD know about all these executive defections? What does this BOD know about executive compensation committees? What does this BOD know about the communications position, what the daily responsibilities are, and if $375,000 in company stock plus a salary is appropriate compensation? So many questions....
 






She was a director for Wellpoint for many years before recently resigning from Wellpoint. Why won't she resign from Dendreon? Is it the lawsuit that specifically addresses "cost density" that keeps her here?

One of the most damning things that happened while Mitch Gold was CEO was that the company failed to adequately disclose the problem of "cost density" until the August 3, 2011 earnings call when guidance was pulled and the stock plummeted from 35 to the low teens. The insiders including insurance specialist Bayh always knew that doctors had to pay 93k per patient before they were reimbursed by insurers. Why did insurance specialist Bayh not have a problem with the CEO and Counsel not making completely clear to the public that providers had to pay this huge sum before being reimbursed. Billions were lost by the time this was finally explained to owners on August 3, 2011. Is that malpractice?
 












Anonymous said:
Why is SB still here?

http://courts.delaware.gov/opinions/download.aspx?ID=200990
Click to expand...

Maybe the "interested parties" still want to be connected to the company that would be the beneficiary if the "interested parties" lose.

"Defendant Susan B. Bayh has been a director of the Company since July 2003.
During the Relevant Period, Bayh sold approximately 56,000 shares of the Company
stock (77% of her holdings) for gross proceeds of $2.9 million."

Maybe to have interested parties still connected to the company?
 






Anonymous said:
Maybe the "interested parties" still want to be connected to the company that would be the beneficiary if the "interested parties" lose.

"Defendant Susan B. Bayh has been a director of the Company since July 2003.
During the Relevant Period, Bayh sold approximately 56,000 shares of the Company
stock (77% of her holdings) for gross proceeds of $2.9 million."

Maybe to have interested parties still connected to the company?
Click to expand...

About 30 days after the company pulled guidance (which in large part was due to the insurance cost density issue first being made public almost a year after 2011 revenue guidance was given) she used some of those $2.9M profits to buy $221,000 in stock. That $221,000 is now worth about $56,000. That's a $165,000 paper loss. It could have just as easily been a 2.9M loss and 165k gain. We are smart! We are lobbyists!
 






"While the Company has certain indemnification obligations, including obligations to advance legal expense to the named defendants for defense of these lawsuits, the purported derivative lawsuits do not seek relief against the Company."

That statement from the 10Q says the Silverberg lawsuit does not seek relief from the company. Additionally, a derivative lawsuit means the proceeds of any win or settlement go to the company.

It is interesting that the 10Q says the company will vigorously defend the claims in the Bolling suit and that Dendreon wanted to stay the Silverberg suit until the outcome of the Bolling suit was determined. There is no mention in the 10Q that Dendreon intends to vigorously defend against the claims in the Silverberg suit.
 






"There's no conflict of interest," she said. For Lilly, "I handle all federal issues--checking advertising for product claims, making sure in house people comply with federal regulations, that sort of thing."

These are her words about what she did for Lilly. She was on the Board during Gold's whole tenure as CEO.

Was one of her responsibilities on the DNDN board "making sure in house people comply with federal regulations"?
 






Anonymous said:
"There's no conflict of interest," she said. For Lilly, "I handle all federal issues--checking advertising for product claims, making sure in house people comply with federal regulations, that sort of thing."

These are her words about what she did for Lilly. She was on the Board during Gold's whole tenure as CEO.

Was one of her responsibilities on the DNDN board "making sure in house people comply with federal regulations"?
Click to expand...

http://www.courthousenews.com/2013/05/22/57867.htm

From the article:

"As TheStreet.com put it, Gold had turned out like other Chief Executive Officers who had 'hone[d] the fine craft of investor bamboozlement.'""
 






Anonymous said:
It is interesting that the 10Q says the company will vigorously defend the claims in the Bolling suit and that Dendreon wanted to stay the Silverberg suit until the outcome of the Bolling suit was determined. There is no mention in the 10Q that Dendreon intends to vigorously defend against the claims in the Silverberg suit.
Click to expand...

That Bolling lawsuit alleges "brazen fraud"

http://www.courthousenews.com/2013/05/22/57867.htm
 






Anonymous said:
What does this BOD know about the communications position, what the daily responsibilities are, and if $375,000 in company stock plus a salary is appropriate compensation? So many questions....
Click to expand...

$337,500 now and falling. Karma is coming back to all these "tutes". As cash really starts to go towards "empty" in the 2nd half, things should really start to hemorrhage. Couldn't happen to a more deserving "cabal" as ST would put it. SB is 2nd only to MG of all time in pure evil greed, IMO.
 






Anonymous said:
$337,500 now and falling. Karma is coming back to all these "tutes". As cash really starts to go towards "empty" in the 2nd half, things should really start to hemorrhage. Couldn't happen to a more deserving "cabal" as ST would put it. SB is 2nd only to MG of all time in pure evil greed, IMO.
Click to expand...

http://www.law360.com/articles/498349/dendreon-execs-can-t-escape-class-suit-over-stock-sales

On cost density:

"Vice Chancellor Parsons said the derivative suit's factual allegations supported a reasonable inference that the Seattle-based biotechnology firm's executives may have hid material information showing that doctors would have to wait 60 to 90 days to be reimbursed for the upfront cost of $93,000 for the drug."

Ruling on whether or not SB and other directors are/were interested parties:

"Vice Chancellor Parsons determined that the suit sufficiently alleged that all the director defendants may have had material and nonpublic information about physicians' reluctance to prescribe Provenge when the executives sold their Dendreon stock."
 






Great link here for those interested in the Silverberg derivative suit against Susan Bayh and other directors of the company. The Silverberg case argues a Brophy claim (insider trading). Two elements have to be present to satisfy a Brophy claim. The judge denied the motion to dismiss. The judge feels there is reasonable grounds for the lawsuit to continue with this Brophy claim.

http://www.leagle.com/decision/In DECO 20131231051

Below is the 2nd element. The rest is in the link but too much to post here. Interesting reading.

"2. The Complaint supports a reasonable inference that Defendants Bayh and Watson acted with scienter when they sold their shares in Dendreon

The second element of a Brophy claim requires a plaintiff to allege that the corporate fiduciary used material, nonpublic information improperly by making trades, at least in part, because of the substance of that information. For Brophy claims, "Delaware case law makes the same policy judgment as federal law does, which is that insider trading claims depend importantly on proof that the selling defendants acted with scienter."68 In other words, a plaintiff must allege that the selling defendant, at least in part, "consciously acted to exploit" the fact that they possessed material, nonpublic information.69

Silverberg argues that the requisite scienter reasonably can be inferred from the timing and size of Bayh, Watson, and Brewer's stock sales, as well as from the sales of other Company insiders. Defendants respond that Bayh, Watson, and Brewer's stock sales can be explained entirely by the fact that they coincide with the announcement of Provenge receiving FDA approval. In particular, Defendants emphasize the importance of FDA approval of Provenge to the Company and the fact that such an important event was disclosed immediately to the market. According to Defendants, therefore, April 29, 2010 and the few days immediately after that date constituted an ideal time for Company insiders to sell shares because it was unlikely that they possessed material, nonpublic information at that time.

During the Relevant Period (i.e., April 29, 2010 to July 25, 2011), Defendants sold over $78 million worth of the Company's stock. Of that amount, over $56 million, or approximately 70%, was sold within one day of the FDA approving Provenge on April 29, 2010.70 Because there are entirely legitimate reasons that corporate insiders would sell large amounts of their stock after a major public announcement, such conduct should not, and does not, create a presumption that those insiders were attempting to take advantage of material, nonpublic information in their possession.71 In this case, however, Defendants' large-scale disposal of stock immediately following the FDA's approval of Provenge is accompanied by alleged facts supporting a reasonable inference that Defendants knew when they sold that, at a minimum, there was a significant risk of the physician community being reluctant to prescribe Provenge because of the cost and reimbursement concerns associated with it, and that Defendants did not disclose that information to the public. For purposes of a motion to dismiss, therefore, Plaintiff's allegations are sufficient to support a reasonable inference that Defendants, including Bayh and Watson, intentionally exploited their informational advantage.

Bayh and Watson72 sold 77% and 58%, respectively, of their shares in the Company within a day of the FDA approval milestone. That was the first time either of them had sold any of their Dendreon shares, despite having served as Company directors for a combined 17 years. Moreover, there had been other significant events in the Company's history, such as in April 2009, when the Company announced that its Phase III drug trials were showing positive results. That development offered Company insiders a comparable opportunity to sell their stock. Indeed, Dendreon's stock price rose even more in that instance than it did when Provenge received FDA approval.73 It also is significant that Bayh and Watson's sales coincided with a large sell-off by Company insiders who were most likely to be aware of the true extent of the "reimbursement risk" that physicians associated with Provenge.74 Moreover, while this large sell-off by Bayh, Watson, and other Company insiders was ongoing, the Company both issued a press release and held a conference call with financial analysts, yet failed to make any mention of "reimbursement risk," or that the Company was aware that such a material risk existed.75 Because the Complaint supports a reasonable inference that Bayh and Watson possessed material, nonpublic information when they sold their shares, the facts that they (1) elected to sell after the stock reached a likely high point; (2) sold at the same time as others who possessed the same or more material, nonpublic information; and (3) evidently remained silent when the Company chose not to convey that material, nonpublic information to the market, despite having multiple opportunities to do so, all support a reasonable inference that Bayh and Watson "consciously acted to exploit" the fact that they possessed material, nonpublic information.

Based on the particularized allegations made in this case, Defendants' conduct, including that of at least Bayh and Watson, supports a reasonable inference that Defendants believed that because of the risk of physician reluctance to prescribe Provenge based on reimbursement concerns, FDA approval likely would be the high watermark for Dendreon's stock price, making it the ideal time to sell their shares. Therefore, it is also reasonable to infer, for purposes of the motion to dismiss, that Defendants' purposefully availed themselves of the opportunity to sell their shares at a time when the stock price was likely as high as it would get and the market was ignorant of the fact that Provenge's commercial launch potentially would be weighed down by physician reluctance to prescribe the treatment. The fact that Defendants' concerns about the commercial success of Provenge because of potential or actual physician reluctance to prescribe the treatment came to fruition further supports the inference that Defendants, including Bayh and Watson, exploited their knowledge of material, nonpublic information for personal gain at the Company's expense. This reasonable inference of purposeful conduct is sufficient to establish a showing of scienter under the plaintiff friendly standard applicable at this early stage of the proceedings.76

Thus, Silverberg also has satisfied the second element of his Brophy claim in accordance with the requirements of Rule 23.1. That is, Plaintiff's allegations at the pleading stage are sufficient to support a finding that (1) Director Defendants Bayh and Watson face a substantial likelihood of liability on Plaintiff's claims; and, therefore, (2) a majority of the Company's Board would be unable to evaluate a demand in a disinterested and independent way.

III. CONCLUSION

For the foregoing reasons, Defendants' motion to dismiss is denied."
 






Anonymous said:
What does SB know about earning a living by EARNING a living?
Click to expand...

From 2008

http://www.ibj.com/legacy/PARAMS/legacy_article/17067

Failure to oversee seems to be a pattern.

"Susan Bayh, lead director for Emmis Communications Corp. and wife of U.S. Sen. Evan Bayh, has been blistered in a letter from an Emmis investor who says she isn't taking proper responsibility for her board seat."

"Can you, in good conscience, speak with the pride of accomplishment that comes from a job well-done, feeling free to tell your family and friends of your role in shaping and nurturing Emmis into the company it is today?" Martin asked."

"Frank Martin, senior partner in Elkhart-based Martin Capital Management, said Bayh is indirectly responsible for a long-term decline in the Indianapolis radio and publishing company because she hasn't forced improved performance from CEO Jeff Smulyan despite her position as lead director."

Just replace the name Jeff Smulyan in that sentence with the name Mitch Gold and you see the same pattern. Dendreon owners should vote her out. She is a disaster.
 






Mr Silverberg, if that is you who 5 starred this, you are a hero. You nailed it! If you win that would be money that can help extend the life of Dendreon. Dendreon is only a nominal defendant and they are a plaintiff. A win for you is a win for Dendreon. Woo Hoo!
 






In studying the whole Silverberg case, the lawyers did an outstanding job of presenting their findings. The presentation of what they say was discussed at the board meetings is incredibly powerful. Settling would be ridiculous. Gold sold about 50M in stock while the stock was inflated by irrational baseless projections and information insiders knew about the cost density issue that the public did not know. A Silverberg win could give a huge amount of cash back to Dendreon. Imagine how much a figure like 100M would mean to Dendreon right about now?
 






Anonymous said:
In studying the whole Silverberg case, the lawyers did an outstanding job of presenting their findings. The presentation of what they say was discussed at the board meetings is incredibly powerful. Settling would be ridiculous. Gold sold about 50M in stock while the stock was inflated by irrational baseless projections and information insiders knew about the cost density issue that the public did not know. A Silverberg win could give a huge amount of cash back to Dendreon. Imagine how much a figure like 100M would mean to Dendreon right about now?
Click to expand...

It seems they would have to fight the Silberberg suit vigorously IF it comes up before the Bolling lawsuit. Hopefully that is why they wanted to stay the Silverberg suit until after the Bolling suit is determined. If it is stayed until after Bolling suit, it seems any vigorous defense against Silverberg would be working against company interests and shareholder interests. Any derivative suit specialists input here would be appreciated. TIA.
 












Anonymous said:
As cash really starts to go towards "empty" in the 2nd half, things should really start to hemorrhage.
Click to expand...

The misery that is DNDN could soon be over. It's been run into the ground... "living on borrowed time" seems to be an appropriate phrase. It's at a point where mgmt will soon have to be more transparent. Will it be the same "we are well advised"? Doubtful he could be that stupid. Maybe he gives an update on the Silverberg lawsuit. A win for Silverberg and Dendreon seems to be the only possible positive catalyst for the company.
 






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