|
|
 | | | |
- close
- close
- close
- close
| |||||||||
This excerpt taken from the ELN 6-K filed Aug 28, 2009. Securities
matters
Commencing in January 1999, several class actions were filed in
the U.S. District Court for the Southern District of
California against Dura, one of our subsidiaries, and various
then-current or former officers of Dura. The actions, which
alleged violations of the U.S. federal securities laws,
were consolidated and sought damages on behalf of a class of
shareholders who purchased Dura common shares during a defined
period. A preliminary settlement agreement has been entered into
with respect to this matter. We expect that this agreement will
be finalised during the third quarter of 2009. When finalised,
we will pay approximately $4.7 million, net of insurance
coverage, as our share of the settlement, which has been accrued
at 30 June 2009 and 31 December 2008.
In March 2005, we received a letter from the SEC stating that
the SEC’s Division of Enforcement was conducting an
informal inquiry into actions and securities trading relating to
Tysabri events. The SEC’s inquiry primarily relates
to events surrounding the 28 February 2005 announcement of
the decision to voluntarily suspend the marketing and clinical
dosing of Tysabri. We have provided materials to the SEC
in connection with the inquiry but have not received any
additional requests for information or interviews relating to
the inquiry.
Table of Contents
The SEC notified us in January 2009 that the SEC was conducting
an informal inquiry primarily relating to the 31 July 2008
announcement concerning the initial two Tysabri-related
PML cases that occurred subsequent to the resumption of
marketing of Tysabri in 2006. We have provided the SEC
with materials in connection with the inquiry.
We and some of our officers and directors have been named as
defendants in five putative class action lawsuits filed in the
U.S. District Court for the Southern District of New York
in 2008. These actions have been consolidated. The consolidated
cases allege claims under the U.S. federal securities laws
and seek damages on behalf of all purchasers of our shares
during periods ranging between 21 May 2007 and
21 October 2008. The complaints allege that we issued false
and misleading public statements concerning the safety and
efficacy of bapineuzumab. The lead plaintiff filed a
Consolidated Amended Class Action Complaint in August 2009.
We intend to vigorously defend these consolidated actions.
This excerpt taken from the ELN 6-K filed Mar 30, 2009. Securities
matters
Commencing in January 1999, several class actions were filed in
the U.S. District Court for the Southern District of
California against Dura, one of our subsidiaries, and various
then-current or former officers of Dura. The actions, which
alleged violations of the U.S. federal securities laws,
were consolidated and sought damages on behalf of a class of
shareholders who purchased Dura common shares during a defined
period. A preliminary settlement agreement has been entered into
with respect to this matter. If this agreement is finalised, we
will pay approximately $4.7 million, net of insurance
coverage, as our share of the settlement. We have accrued
$4.7 million in the Consolidated Financial Statements at
31 December 2008.
We and some of our officers and directors were named as
defendants in putative class actions originally filed in the
U.S. District Courts for the District of Massachusetts (on
4 March 2005 and 14 March 2005) and the Southern
District of New York (15 March 2005 and 23 March
2005). On 4 August 2005, the U.S. District Court for
the Southern District of New York issued an order consolidating
the New York actions. The cases originally filed in
Massachusetts were subsequently transferred to the Southern
District of New York on or about 29 August 2005. The
plaintiffs’ amended, consolidated class action complaint
alleged claims under the U.S. federal securities laws and
state laws and sought damages on behalf of a class of
shareholders who purchased our shares prior to the announcement
of the voluntary suspension of Tysabri on
28 February 2005. On 27 March 2008, the Court granted
our motion to dismiss the plaintiffs’ complaint in its
entirety, finding that the plaintiffs failed to plead adequately
the key elements of securities law violations. The complaint was
dismissed with prejudice after plaintiffs appealed the
Court’s decision.
In March 2005, we received a letter from the SEC stating that
the SEC’s Division of Enforcement was conducting an
informal inquiry into actions and securities trading relating to
Tysabri events. The SEC’s inquiry primarily relates
to events surrounding the 28 February 2005 announcement of
the decision to voluntarily suspend the marketing and clinical
dosing of Tysabri. We have provided materials to the SEC
in connection with the inquiry but have not received any
additional requests for information or interviews relating to
the inquiry.
The SEC notified us in January 2009 that the SEC was conducting
an informal inquiry primarily relating to the 31 July 2008
announcement concerning the initial two Tysabri-related
PML cases that occurred subsequent to the resumption of
marketing of Tysabri in 2006. We have provided the SEC
with materials in connection with the inquiry.
We and some of our officers and directors have been named as
defendants in putative class action lawsuits filed in the
U.S. District Court for the Southern District of New York
on 14 October, 27 October, 13 November,
25 November and 11 December 2008. The various cases
allege claims under the U.S. federal securities laws and
seek damages on behalf of all purchasers of our shares during
periods ranging between 21 May 2007 and 21 October
2008. The complaints allege that we issued false and misleading
public statements concerning the safety and efficacy of
bapineuzumab. We intend to vigorously defend these actions.
Table of Contents
This excerpt taken from the ELN 20-F filed Feb 26, 2009. Securities
matters
Commencing in January 1999, several class actions were filed in
the U.S. District Court for the Southern District of
California against Dura, one of our subsidiaries, and various
then-current or former officers of Dura. The actions, which
alleged violations of the U.S. federal securities laws,
were consolidated and sought damages on behalf of a class of
shareholders who purchased Dura common stock during a defined
period. A preliminary settlement agreement has been entered into
with respect to this matter. If this agreement is finalized, we
will pay approximately $4.7 million, net of insurance
coverage, as our share of the settlement. We have accrued
$4.7 million in the Consolidated Financial Statements as of
December 31, 2008.
We and some of our officers and directors were named as
defendants in putative class actions originally filed in the
U.S. District Courts for the District of Massachusetts (on
March 4, 2005 and March 14, 2005) and the
Southern District of New York (on March 15, 2005 and
March 23, 2005). On August 4, 2005, the
U.S. District Court for the Southern District of New York
issued an order consolidating the New York actions. The cases
originally filed in Massachusetts were subsequently transferred
to the Southern District of New York on or about August 29,
2005. The plaintiffs’ amended, consolidated class action
complaint alleged claims under the U.S. federal securities
laws and state laws and sought damages on behalf of a class of
shareholders who purchased our stock prior to the announcement
of the voluntary suspension of Tysabri on
February 28, 2005. On March 27, 2008, the Court
granted our motion to dismiss the plaintiffs’ complaint in
its entirety, finding that the plaintiffs failed to plead
adequately the key elements of securities law violations. The
complaint was dismissed with prejudice after plaintiffs appealed
the Court’s decision.
In March 2005, we received a letter from the SEC stating that
the SEC’s Division of Enforcement was conducting an
informal inquiry into actions and securities trading relating to
Tysabri events. The SEC’s inquiry
Table of Contents
Elan
Corporation, plc
NOTES TO
THE CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
primarily relates to events surrounding the February 28,
2005 announcement of the decision to voluntarily suspend the
marketing and clinical dosing of Tysabri. We have
provided materials to the SEC in connection with the inquiry but
have not received any additional requests for information or
interviews relating to the inquiry.
The SEC notified us in January 2009 that the SEC was conducting
an informal inquiry primarily relating to the July 31, 2008
announcement concerning the initial two Tysabri-related
PML cases that occurred subsequent to the resumption of
marketing of Tysabri in 2006. We intend to provide the
SEC with materials in connection with the inquiry.
We and some of our officers and directors have been named as
defendants in putative class action lawsuits filed in the
U.S. District Court for the Southern District of New York
on October 14, October 27, November 13, November
25 and December 11, 2008. The various cases allege claims
under the U.S. federal securities laws and seek damages on
behalf of all purchasers of our stock during periods ranging
between May 21, 2007 and October 21, 2008. The
complaints allege that we issued false and misleading public
statements concerning the safety and efficacy of bapineuzumab
(AAB-001). We intend to vigorously defend these actions.
This excerpt taken from the ELN 6-K filed Apr 11, 2005. Securities matters Commencing in January 1999, several class actions were filed in the U.S. District Court for the Southern District of California against Dura, one of our subsidiaries, and various then current or former officers of Dura. The actions, which allege violations of the U.S. federal securities laws, were consolidated and sought damages on behalf of a class of shareholders who purchased Dura common stock during a defined period. In July 2000, the court issued an order granting the defendants’ motion to dismiss the complaint without prejudice on the basis that it failed to state an actionable claim. In November 2001, the court granted Dura’s motion to dismiss with prejudice and judgement was entered in Dura’s favour. In December 2001, plaintiffs filed an appeal of the judgement with the Ninth Circuit Court of Appeals. Oral argument was held on 4 February 2003. On 5 August 2003, the Ninth Circuit issued its opinion, reversing the lower court’s prior dismissal. A timely petition for rehearing en banc was filed, but was denied by the Ninth Circuit on 29 September 2003. Thereafter, we petitioned the U.S. Supreme Court for a writ of certiorari. On 28 June 2004, the U.S. Supreme Court granted certiorari. The matter was argued before the U.S. Supreme Court on 12 January 2005 and the parties are currently awaiting a final decision. We and certain of our former and current officers and directors were named as defendants in a class action filed in early 2002 in the U.S. District Court for the Southern District of New York alleging claims under the U.S. federal securities laws. The complaint alleged, among other things, that our Consolidated Financial Statements were not prepared in accordance with generally accepted accounting principles, and that the defendants disseminated materially false and misleading information concerning our business and financial results, with respect to our investments in certain business ventures and business venture parents and the license fees and research revenues received from the business ventures; the accounting for proceeds from our sale of certain product lines and disclosure concerning those sales; the accounting for certain risk-sharing arrangements that we entered into and disclosure concerning those arrangements; the accounting for certain qualified special purpose entities and disclosure concerning those entities; the disclosure of compensation of certain officers; and certain alleged related-party transactions. We settled this action in October 2004. Under the proposed class action
Notes Relating to Financial Statements settlement, all claims against us and the other named defendants would be dismissed with no admission or finding of wrongdoing on the part of any defendant. The principal terms of the proposed settlement provide for an aggregate cash payment to class members of $75.0 million, out of which the court would award attorneys’ fees to plaintiffs’ counsel, and $35.0 million which will be paid by our insurance carrier. On 18 February 2005, the court conducted a hearing on approval of the proposed settlement and took the matter under advisement. The parties are currently awaiting a final decision from the court. We were also the subject of an investigation by the SEC’s Division of Enforcement. We provisionally settled the investigation in October 2004. Under the settlement agreement, which received final approval in February 2005, we neither admitted nor denied the allegations contained in the SEC’s civil complaint, which included allegations of violations of certain provisions of the federal securities laws. The settlement contains a final judgement restraining and enjoining us from future violations of these provisions. In addition, under the final judgement, we paid a civil penalty of $15.0 million. In connection with the settlement, we were not required to restate or adjust any of our historical financial results or information. During 2004, we reserved $55.0 million, net of insurance coverage, with respect to our estimate of the ultimate cost to settle the shareholder class action and the SEC investigation. We and some of our officers and directors have been named as defendants in putative class actions filed in the U.S. District Courts for the District of Massachusetts (on 4 and 14 March 2005), the Southern District of New York (on 14 March 2005) and the Superior Court of the State of California, County of San Diego (on 23 March 2005). The class action complaints allege claims under the U.S. federal securities laws and state laws and, in the actions filed in Massachusetts and New York, seek damages on behalf of a class of shareholders who purchased our stock prior to the announcement of the voluntary suspension of Tysabri. The action filed in California as a derivative action, purports to seek damages on our behalf. The complaints allege that we caused the release of materially false or misleading information regarding Tysabri. The complaints allege that class members were damaged when our stock price fell after we and Biogen Idec announced the voluntary suspension of the marketing and dosing of Tysabri in response to reports of serious adverse events involving clinical trial patients treated with Tysabri. The complaints seek damages and other relief that the courts may deem just and proper. We believe that the claims in the lawsuits are without merit and intend to defend against them vigorously. In March 2005, we received a letter from the SEC stating that the SEC’s Division of Enforcement is conducting an informal inquiry into actions and securities trading relating to us. The SEC’s inquiry primarily relates to events surrounding the 28 February 2005 announcement of the decision to voluntarily suspend the marketing and clinical dosing of Tysabri. | EXCERPTS ON THIS PAGE:
|
| |||||||
