Folks who legimately have an interest in what is going on (vs. those who still think it nonsense) should read all of Cravath's 40 pages of objections and reference material. Key in it, is a copy of 14a-8. It's process for proxy submissions is the whole key to any progress (or not) that will be made. A 40 page brief. Do you think ARIAD is trying to hide something?
The very last addendum is a brief from the Delaware law firm Cravath used for opinion as ARIAD is a Delaware corporation. Delaware is a popular state for incorporation as they make actions hard for shareholders to bring. But Delaware had one very serious requirement that ARIAD BoD totally ignored when they decided to not attend the 2015 AGM. When, at the meeting, I was permitted to ask my question of the BoD just prior to the vote on HB, the ARIAD BoD did not answer it 'cause they weren't there'. By law, they were required to disclose pertinent information and answers to all question on serious matters that are voted. Asking if HB colluded with the BoD likely qualifies as serious. I think the Delaware AG could very well make an example out of HB and the BoD. It appears to be a prima facie violation of Delaware disclosure law. Of course, I highlighted that one in my brief.
In my (not public) official, 60 page response letter to the SEC regarding ARIADs/Cravaths 40 page request to ignore my Proposal (the letter posted), I had latitude to make many observations regarding ARIAD BoD governance failures. Trust, I did exactly that. The SECs role is to either declare a winner in this proxy battle, or stay silent. They have so far stayed silent. Ariad runs a he risk of violating SEC Rules if they don't include the Proposal in the 2016 Proxy. Ariad/Cravath have already advised/written me they will advise shareholders in a written 'opposition' statement to vote against it (I have their opposition statement). I promptly objected in writing to the SEC to ARIADs opposition statement, further alleging ARIAD committed fraud by wrting the statement, and further alleged the BoD violated insider trading rules (on top of all the previous allegations made).
It would be nice if the proxy is approved. Still, it doesn't mean its the end of the matter really, whether shareholders vote for it or against it.
The governance of ARIAD is now squarely in the sights of an SEC that in the past months has been taking big bites out of the az-es of biotech BoD's and CEOs. They may already have begun an investigation. Delaware's AG might also. The press will pick this up soon. All Ariad had to do is answer a few questions. Now look.
There is no lawsuit, just a proxy proposal. There is no complainant. (I and several here did file SEC complaints months ago, but no suits have emerged that I know of). Some may soon file derivative suits, but only the corporation (corporation is moreorless the plaintiff against officers) would normally benefit in those cases. ARIAD may pay the government a 7 digit fine.
Ultimately though, ARIAD could short circuit a lot of this by selling ASAP (i.e just after ASCO). Understand, charges against officers though would survive that. There is so heat on Denner now.
This news is already in traders hands. The market now knows Denner is under pressure to quickly try to end all this. Hence PERHAPS, we are benefitting pps wise. That was always possible. As I said, I thought this through and judged, for myself anyway, a risk worth taking.
BTW, at the end of the day, Denner could be barred and fined, ditto all those BoD slugs and HB.
I believe more every day that ARIAD selling itself needs to happen ASAP. Time is not Ariad's friend. Duke's BTD Poliovirus monoclonal antibody oncology drug will hit the market well before '788 (Polivirus in phase II now). It could limit '113 sales, too. It will treat every solid tumor and it is a CURE. (60 minutes report) Lots of drugs out there like that.
Finally, while unintended, my use of the word 'compel' in my Proposal, if the Proposal is printed, could have far reaching impact beyond ARIAD and Biotechs. I hadn't thought to avoid the word, and read how Cravath made a big deal out of it.
The BoD overpaid themselves and the CEO, they breached their fiduciary responsibilities, they doctored their records and coerced and bought off their accuser...I want THE TRUTH!!!
