Why company will continue to pay the legal fees of Ex-CEO

[Anonymous]

It is in their bylaws.

"Expenses. The corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under this Section 42 or otherwise.

Notwithstanding the foregoing, unless otherwise determined pursuant to paragraph (e) of this Section 42, no advance shall be made by the corporation to an officer of the corporation (except by reason of the fact that such officer is or was a director of the corporation in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation."

 

[Anonymous]

It is in their bylaws.

"Expenses. The corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under this Section 42 or otherwise.

Notwithstanding the foregoing, unless otherwise determined pursuant to paragraph (e) of this Section 42, no advance shall be made by the corporation to an officer of the corporation (except by reason of the fact that such officer is or was a director of the corporation in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation."

WOW, the first dollar that the board authorized for MG's legal fees said: we looked at the issue and we were involved too! Amazing.

No wonder they want us closed by year end. Can they make it? It will take some clever schemes. An extremely late $200M restructuring moved them along quickly. Screwing up the sales team helped. Will getting the stock below $5 and being declared "not a going concern" by the auditors be enough to finish us off? I think they'll need something else. They will need for something to happen in one of the two remaining facilities that prevents the drug from being made. I wonder how the suits will do this? Maybe it's just as simple as screwing something up and get the license pulled.

 

[Anonymous]

WOW, the first dollar that the board authorized for MG's legal fees said: we looked at the issue and we were involved too! Amazing.

Your interpretation is correct. If you look closely at the 2nd paragraph, they can cut off his legal fees if they believe he committed acts not in the best interest of the company. Obviously they know and believe that is the case, BUT they were the ones who were supposed to have oversight and stop him.

Instead of doing what other firms have done in this situation (firing the criminal) they are taking what is going to be a failed strategy of pretending he didn't do anything wrong which protects them. This is the worst strategy possible, but they have gotten in too deep to change course. The chief conspirator has been there for a full year since the crimes were first uncovered (and more crimes happened after Aug 3 too) so they probably feel as if they can't change course at this time.

If they fired him, they would still be responsible to pay his legal fees according to these bylaws, but once again firing him is admitting he did something wrong and the board didn't do their fiduciary duties, so it looks like he will be there until his deal is signed or his indictment.

 

[Anonymous]

You are a delusional idiot having a conversation with himself. I truly hope you contract metastic prostate cancer and it spreads to your spine and you die a low painful death. You derserve such a faith more than any other person on the planet you lying scumbag.

You have admitted that you are a fraud that spread lies about Dendreon 24/7 on this board in a sick effort to hurt cancer patients, Dendreon employees, and Dendreon shareholders. You admit that you are short Dendreon common stock and that you profit from any damage you can cause the company. You have no conscious and could care less about anyone else. So it all comes out in the open for all readers of this board to see today. I have been saying this is a fact for a long time and now you have finally admitted your guilt and your sickness.

On judgement day, be it a courtroom or on your death bed, justice will be served.

 

[Anonymous]

It is in their bylaws.

"Expenses. The corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under this Section 42 or otherwise.

Notwithstanding the foregoing, unless otherwise determined pursuant to paragraph (e) of this Section 42, no advance shall be made by the corporation to an officer of the corporation (except by reason of the fact that such officer is or was a director of the corporation in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation."

Thank you for posting this. If you know where to find their insurance policy please post that too. As a shareholder, I want clarity as to who will pay possible fines and plea deals.