December 8, 2015 7:45am
The preliminaries begin with a conflict … NWBO anticipates that investigation will get under way in coming week, will likely take at least 90 days
Northwest Biotherapeutics says Neil Woodford’s suggestion for board candidate Elliott Leary “not a fit” for “a number of reasons” ...
With respect to the Board, NWBO agrees with the view Neil Woodford has expressed that an additional independent board member with financial expertise can help build and advance the Company at its current stage of development.
The Company has expanded the financial personnel and clinical personnel on its management team this year, and expanding the Board as well makes sense.
The Company appreciates Mr. Woodford suggesting Elliott Leary as a potential board candidate.
The Board greatly enjoyed getting acquainted with Mr. Leary personally, and thanks Mr. Leary for the time he spent meeting with NW Bio's Board members.
After such meetings and further deliberations, the Board came to the conclusion that it was not a fit for Mr. Leary to join NW Bio's Board for a number of reasons.
NWBO's Board of Directors has now ... established an oversight committee to oversee an independent investigation of recent allegations in an anonymous internet report and a derivative lawsuit which cites the anonymous internet report.
The Special Committee has selected a highly experienced independent law firm to lead an Investigation Team to conduct the investigation.
In establishing the Special Committee, the Board authorized the Committee to conduct a full and complete investigation of the allegations in the anonymous report and the lawsuit. As is customary in such matters, the Special Committee is comprised of independent Directors Mr. Jerry Jasinowski and Mr. Robert Farmer.
The Company is also in the process of finalizing the appointment of another independent Director to the Board, as previously announced.
The Special Committee considered various candidates to head the Investigation Team and selected Messrs. Irvin Nathan and Steven Kaplan of Arnold & Porter LLP. Neither Arnold & Porter LLP nor Mr. Nathan or Mr. Kaplan has previously done any work for NW Bio, or otherwise been connected with the Company or its Board or management.
Mr. Nathan's background includes service in the Justice Department as a Deputy Assistant Attorney General, as well as service as General Counsel for the U.S. House of Representatives, Attorney General of the District of Columbia, Vice Chairman of the D.C. Board of Professional Responsibility and Chair of the Ethics Committee of the D.C. Bar, as well as many years in private practice and extensive experience in conducting investigations.
Mr. Kaplan's background includes heading the Corporate and Securities law practice of Arnold & Porter LLP, with extensive experience with corporate governance and internal investigations, in addition to securities law compliance, capital markets and mergers and acquisitions.
In regard to consulting arrangements, NWBO has ceased working with Ondra Partners (Ondra) for several reasons.
As part of the recent $30 million financing, NWBO was required to engage Ondra (with fees starting at $150,000 per month) and NWBO did so.
The engagement agreement included confidentiality provisions and requirements. The first stage of working with Ondra involved numerous requests by Ondra for all of NWBO's internal business information, including confidential business plans, strategies, un-redacted contracts, costs and pricing information, financial models and other information.
It also involved a full day of briefings to several Ondra partners in NWBO's offices about this confidential information, with extensive notes taken by the Ondra personnel.
NW Bio subsequently discovered that one of the Ondra partners who participated in the full day briefing in NW Bio's offices, taking extensive notes, and who pressed repeatedly for NW BO's confidential business documents and information, is a Director on the Board of an Israeli company against which NW BO's contract manufacturer has been in very intensive litigation in US Federal court for several years, for alleged extensive misappropriation of intellectual property of the manufacturer and its clients, including NWBO.
· There was never any disclosure of this conflict of interest by Ondra Partners.
· NWBO ceased all communications with Ondra Partners. <Source, Briefing.com>
