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Business Organizations Keyed to Smith
Valeant Pharmaceuticals International v. Jerney
Citation:
921 A.2d 732 (Del. 2007)Facts
Valeant planned a spinoff company, which included an IPO for the new company. The board of directors determined it would award itself bonuses during the process. Panic was heavily involved in the process, and determined the board of directors bonus should total approximately $50 million. This issue was addressed by the company’s compensation committee, which was comprised entirely of the company’s board of directors. The committee did hire an outside group, Towers Perrin, who had already determined the bonuses were justified and, further, they were justified. Panic remained extensively involved in the process, ignoring advice of the company’s counsel, ultimately receiving $30 million in bonuses at the completion of the process. Jerney, who also voted in favor of the bonuses, received $3 million in bonuses, himself.
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