Amarin Corp Plc (AMRN)

[dogn]

Of interest from June 2 Delaware opinion in Goldstein vs Denner
https://cases.justia.com/delaware/court-of-chancery/2022-c-a-no-2020-1061-jtl-0.pdf?ts=1654196477
From last 2 pages...

Denner could be subject to damages of not just his $49.7M profit from sale of 1.01M shares of Bioverativ (BIVV) purchased at avg. of $55.79/share when BIVV BOD approved sale to Sannofi at $105 (88.2% gain) but also for potential lost additional gain of 50.6% to estimated true value of $158.17 (additional $53.7M in damages for $103.4M total). OR, punitive insider trading damages could be calculated on higher sale price at $103.4M for total damages of $103.4M for insider trading + $53.7 for lost valuation = $157.1M.

As someone quipped on ST, Denner needs to sell AMRN asap to pay his BIIV fine (though case is still pending).

Consider example with Amarin prices, using Denner avg. cost of $4.46.
Would you be happier with a quick sale at 1.882x$4.46=$8.39 per share or one with additional gain to true value of 1.506x$8.39=$12.64?

Or using today's closing prices:
1.882x$1.83 gets you ~$3.44 whereas added 1.506x gets you ~$5.18

Obviously Denner won't sell underwater, but who knows if he's been engaging in undisclosed hedging. What may be best for quick profit of Sarissa may not be best for long-suffering shareholders, particularly those with higher cost basis that started positions before Dusaster.

If he was happy to secure an 88% gain through insider trading, we can disavow ourselves of dreams his activism will lead to 2X to 3X gains for his (or our) positions.
Be careful what you wish for.

In this case, the court has the power to recast the remedy of disgorgement that otherwise could have gone to the Company as an investor-level recovery for the putative class. The remedy that the putative class receives can include disgorgement as a component even if the Transaction price was unfair. Assume that the record establishes that the Company’s value as a standalone entity exceeded the Transaction price and that Denner nevertheless led the Company into a sale to lock in a near-term gain. If the record demonstrated a valuation that the Board received from one of its investment bankers on January 3, 2018, was a responsible estimate, then the court could hold for purposes of calculating damages that the standalone value of the Company was $158.17 per share. As compensatory damages, the class would be entitled to receive the difference between $158.17 per share and the Transaction price of $105 per share. But in addition, if the plaintiff prevailed on the Insider Trading Claims, the putative class would be entitled to receive the $49.7 million profit that Denner secured. The plaintiff might even be able to obtain a rescissory remedy under which damages for the insider trading would be assessed using the remedial price of $158.17 per share, rather than the Transaction price of $105 per share.