IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE >a-; i
IN AND FOR NEW CASTLE COUNTY ._ / :
ANDREW WHITE, >1
Plaintiff,
\;
MILAN PANIC, WELDON B. JOLLEY, i
THOMAS N. LENAGH, ROBERTS A. >
SMITH, RICHARD W. STARR, ANDRE1 )
KOZYREV, NORMAN BARKER, JR., >
BIRCH E. BAYH, JR., ALAN F. CHARLES )
ADAM JERNEY, STEPHEN D. MOSES,
ROGER GUILLEMIN, JEAN-FRANCOIS i
KURZ, CHARLES T. MANATT.
MICHAEL SMITH AND ;
INC PHARMACEUTICALS, INC.
i
Defendants. J
MEMORANDUM OPINION
Date Submitted: November 17, 1999
Date Decided: January 19, 2000
Joseph A. Rosenthal, Esquire, of ROSENTHAL, MONHAIT, GROSS &
GODDESS, P.A., Wilmington, Delavvarc, Irving Bizar, Esquire, of BIZAR,
MARTIN Bi TAUB, New York, New York, Counsel for Plaintiff.
Jesse A. Finkelstein, Esquire and Srinivas Raju, Esquire, of RICHARDS,
LAYTON 6i. FINGER, Wilmington, Delawxre, Warren L. Dennis, Esquire and
Michael C. Hochman, Esquire of PROSKACER ROSE, LLP, Washington, D.C.,
Counsel for Director Defendants.
Christian Douglas Wright, Esquire, YOUNG, CONAWAY, STARGATT Br
TAYLOR, LLP, Wilmington, Delaware, Lawrence P. Eagel, Esquire, BRAGAR
WEXLER EAGEL & MORGENSTERN, Counsel for Defendant ICN
Pharmaceuticals, Inc.
LAMB, Vice Chancellor
I. INTRODUCTION
In July 1998 U.S. ivelvs u~zd World Report ran a cover story focusing on
SNIPPETS:
SMITH, RICHARD W. STARR, ANDRE1)
KURZ, CHARLES T. MANATT.
INC PHARMACEUTICALS, INC.
Joseph A. Rosenthal, Esquire, of ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A., Wilmington,
FINGER, Wilmington, Delawxre, Warren L. Dennis, Esquire and Michael C. Hochman, Esquire of
The article discussed the troubles facing ICN
former ICN female employees had filed complaints of sexual harassment against
ICN, filed a derivative complaint in November 1998, naming Panic and the other
members of the ICN Board of Directors as defendants.
White further claimed that the other ICN directors breached
Chancery Rule 23 1, and cannot provide a basis for excusing demand, and
Birch E. Bayh, Jr., Alan F. Charles, Adam Jerney, Stephen D. Moses, Roger
Certain other facts are taken from the U.S.!Vews n,?d World Report article referred to in the
See In I% Sarztu Fe Corp. Shareholders Litig.,
Bayh or his law firm received legal or consulting fees
by the U.S. Supreme Court articulating the standard for corporate-level liability
The factual allegations in the complaint,
specifically stated in the article appear to be inferences drawn therefrom.
learning of the Levy suit, the board took action, as fol1ow.s:'
The board formed a special committee to deal with harassment allegations.
entire settlement himself, with a loan guaranteed from the
ICN loan guarantee as being unrelated to the
' Such a theory of liability is discussed in former Chancellor Allen's opinion in 11~ re
overcome the powerful presumptions of the business judgment rule before they
|
