Judge Orders Ex-Valeant CEO to Arbitrate Stock Option Suit
The former CEO of Valeant Pharmaceuticals has been ordered to submit to binding arbitration his dispute with the company over allegedly unpaid stock options.
December 22, 2017 at 03:05 PM
4 minute read
The former CEO of Valeant Pharmaceuticals has been ordered to submit to binding arbitration his dispute with the company over allegedly unpaid stock options.
J. Michael Pearson, who left the company after eight years in May 2016, claimed in a suit that the arbitration clause in his 2015 employment agreement was superseded by terms of his separation agreement, which did not require arbitration.
But U.S. District Judge Brian Martinotti ruled Wednesday that an arbitration provision in a prior agreement is superseded by a later agreement without an arbitration provision only if the subsequent agreement contains “an unambiguous complete integration or merger clause.”
Pearson says in his suit that the company made good on its promise to pay him a $9 million severance payment and some other terms. Valeant also provided and indicated that it will continue to provide him with health insurance coverage, office space, an administrative assistant and IT support, according to Pearson. But the company failed to honor its obligation to deliver his vested shares of company stock, which were due to him in November 2016, Pearson asserts in his suit. He says the company owes him over 3 million company shares, which have a value of $64 million based on Friday's stock price of $21.28 per share. His suit also says he is owed a $180,000 consulting fee.
Pearson said the company recently “has made an abrupt decision simply to stop honoring its full obligations, without even attempting to articulate any legal or factual basis for its sudden change of course.”
According to Pearson's suit, Valeant General Counsel Christina Ackermann told him “the board has reviewed the matter and determined that the shares will not be released to Mike Pearson due to the circumstances that Valeant finds itself in at this time.”
And another, unidentified attorney for Valeant told Pearson in a letter, “Valeant believes it would be inappropriate or inequitable in the current environment for Mr. Pearson to receive additional compensation—to the tune of millions of dollars—at a time when countless other Valeant employees have been asked to sacrifice for the good of the company and its shareholders.”
Pearson's separation agreement does not completely supersede his employment agreement, but merely “supersedes any other written or oral promises concerning the subject matter of the separation agreement,” Martinotti said. The subject matter of the 2015 arbitration agreement is different from that of the separation agreement, he said. Arbitration is beyond the subject matter of the separation agreement, and the arbitration provision of the 2015 employment agreement survives, Martinotti said.
Pearson cited several cases where separation agreements were found to have completely superseded employment agreements, but those cases were not applicable because the separation agreements in question contained language stating explicitly that they completely superseded the employment agreements, Martinotti said.
“There is no clear and convincing evidence that the parties chose to seek relief in a different forum. A review of the separation agreement clearly demonstrates it only intended to supersede 'any other written or oral promises concerning the subject matter of this Agreement,'” Martinotti said.
“The parties unambiguously contracted to save the arbitration clause when they decided not to draft a complete merger clause. The parties chose to include the limiting phrase 'concerning the subject matter of this Agreement,' and the Court cannot and will not ignore it,” Martinotti said.
Pearson departed as Valeant, a Canadian company with U.S. headquarters in Bridgewater, New Jersey, became the focus of investigations by Congress, U.S. attorneys in Massachusetts and New York, and the U.S. Securities and Exchange Commission, which have damaged the company's share price, according to the New York Times. Under Pearson, the company was drawn into controversies for its practice of acquiring drugs from other companies and sharply increasing their prices.
Jyotin Hamid of Debevoise & Plimpton in New York, representing Pearson, declined to comment on the ruling. Pearson is also represented by Blank Rome in Princeton, New Jersey.
The lawyers for Valeant, John Bennett of Jackson Lewis in Morristown, New Jersey, and Paul Spagnoletti and Andrew Ditchfield of Davis Polk & Wardwell in New York, did not return calls about the case.
This content has been archived. It is available through our partners, LexisNexis® and Bloomberg Law.
To view this content, please continue to their sites.
Not a Lexis Subscriber?
Subscribe Now
Not a Bloomberg Law Subscriber?
Subscribe Now
NOT FOR REPRINT
© 2024 ALM Global, LLC, All Rights Reserved. Request academic re-use from www.copyright.com. All other uses, submit a request to [email protected]. For more information visit Asset & Logo Licensing.
You Might Like
View All'Point Us to the Plain Language': NJ Supreme Court Grills Defense Statutory Requirements for Affidavit of Merit
5 minute readAttorney of the Year Finalist: Matheu Nunn's Supreme Court Successes
Appellate Division Rulings Remind Us That, Despite Arbitration's Informal Nature, There Are Rules
7 minute readTrending Stories
- 1Gibson Dunn Sued By Crypto Client After Lateral Hire Causes Conflict of Interest
- 2Trump's Solicitor General Expected to 'Flip' Prelogar's Positions at Supreme Court
- 3Pharmacy Lawyers See Promise in NY Regulator's Curbs on PBM Industry
- 4Outgoing USPTO Director Kathi Vidal: ‘We All Want the Country to Be in a Better Place’
- 5Supreme Court Will Review Constitutionality Of FCC's Universal Service Fund
Who Got The Work
Michael G. Bongiorno, Andrew Scott Dulberg and Elizabeth E. Driscoll from Wilmer Cutler Pickering Hale and Dorr have stepped in to represent Symbotic Inc., an A.I.-enabled technology platform that focuses on increasing supply chain efficiency, and other defendants in a pending shareholder derivative lawsuit. The case, filed Oct. 2 in Massachusetts District Court by the Brown Law Firm on behalf of Stephen Austen, accuses certain officers and directors of misleading investors in regard to Symbotic's potential for margin growth by failing to disclose that the company was not equipped to timely deploy its systems or manage expenses through project delays. The case, assigned to U.S. District Judge Nathaniel M. Gorton, is 1:24-cv-12522, Austen v. Cohen et al.
Who Got The Work
Edmund Polubinski and Marie Killmond of Davis Polk & Wardwell have entered appearances for data platform software development company MongoDB and other defendants in a pending shareholder derivative lawsuit. The action, filed Oct. 7 in New York Southern District Court by the Brown Law Firm, accuses the company's directors and/or officers of falsely expressing confidence in the company’s restructuring of its sales incentive plan and downplaying the severity of decreases in its upfront commitments. The case is 1:24-cv-07594, Roy v. Ittycheria et al.
Who Got The Work
Amy O. Bruchs and Kurt F. Ellison of Michael Best & Friedrich have entered appearances for Epic Systems Corp. in a pending employment discrimination lawsuit. The suit was filed Sept. 7 in Wisconsin Western District Court by Levine Eisberner LLC and Siri & Glimstad on behalf of a project manager who claims that he was wrongfully terminated after applying for a religious exemption to the defendant's COVID-19 vaccine mandate. The case, assigned to U.S. Magistrate Judge Anita Marie Boor, is 3:24-cv-00630, Secker, Nathan v. Epic Systems Corporation.
Who Got The Work
David X. Sullivan, Thomas J. Finn and Gregory A. Hall from McCarter & English have entered appearances for Sunrun Installation Services in a pending civil rights lawsuit. The complaint was filed Sept. 4 in Connecticut District Court by attorney Robert M. Berke on behalf of former employee George Edward Steins, who was arrested and charged with employing an unregistered home improvement salesperson. The complaint alleges that had Sunrun informed the Connecticut Department of Consumer Protection that the plaintiff's employment had ended in 2017 and that he no longer held Sunrun's home improvement contractor license, he would not have been hit with charges, which were dismissed in May 2024. The case, assigned to U.S. District Judge Jeffrey A. Meyer, is 3:24-cv-01423, Steins v. Sunrun, Inc. et al.
Who Got The Work
Greenberg Traurig shareholder Joshua L. Raskin has entered an appearance for boohoo.com UK Ltd. in a pending patent infringement lawsuit. The suit, filed Sept. 3 in Texas Eastern District Court by Rozier Hardt McDonough on behalf of Alto Dynamics, asserts five patents related to an online shopping platform. The case, assigned to U.S. District Judge Rodney Gilstrap, is 2:24-cv-00719, Alto Dynamics, LLC v. boohoo.com UK Limited.
Featured Firms
Law Offices of Gary Martin Hays & Associates, P.C.
(470) 294-1674
Law Offices of Mark E. Salomone
(857) 444-6468
Smith & Hassler
(713) 739-1250