DEMAND TO TAKE ACTION PURSUANT TO N.J.S.A. 14A:3-6.3
If there is one thing about Amarin that is "obvious", it is the current state of justifiable shareholder angst and discontent. I have seen some talk about a shareholder petition. I will now discuss the statutorily available remedy to express shareholder dissatisfaction.
Amarin is located in Bridgewater, New Jersey. I am an a New Jersey attorney. I have been open about discussing a shareholder derivative suit as one of several potential remedies to address the current state of affairs. As a precursor to such a suit, New Jersey law requires the filing of a Demand to Take Action pursuant to N.J.S.A. 14A:3-6.3.
The statute provides that no shareholder may commence a derivative proceeding until:
(1) a written demand has been made upon the corporation to take suitable action; and
(2) 90 days have expired from the date of the demand was made unless the shareholder has been notified earlier that the demand has been rejected by the corporation, or irreparable injury to the corporation would result by waiting for the expiration of the 90-day period.
The Demand can request a whole host of things from certain courses of action, structural changes, explanations, the institution of litigation, the disclosure of documents and information, whatever.
If the Demand is ignored or if the response is unsatisfactory, the shareholder(s) have the option to file a derivative suit requesting that a court compel compliance with the Demand due to the requested course of action being in the corporation's best interest. Keep in mind though, that corporate decision makers are protected by the "business judgment rule", which protects their decision-making unless they breach fiduciary duties or engage in self-dealing.
One of the beauties of making a Demand, is that it sends a message, but does not obligate anyone to filing a shareholder derivative action. It is merely a procedural prerequisite, but does not mandate the filing of suit.
Personally for me, since the Crash of 3/30, this has become my summer of activism, with a renewed spirit towards an activist law practice. The Du Complaint has been but the start. I am in the process of readying suit on behalf of several female small business owners against Governor Murphy and the State of New Jersey for destroying their businesses in connection with the Lockdown. Me Too Part Deux!
This is would be the next step in that process, which would be mooted if there is Buyout, since one cannot sue derivatively on behalf of a corporation which has since been acquired.
Anyway, there are enough genuine and sincere concerns, I would be happy to spearhead the process of voicing those concerns to management.
