The Claim alleges, that among other things: - The Defendants breached fiduciary duties owed to the Company.
- In or prior to June 2017 the Defendants conspired to devise a secret plan known as "Project Rescue" that outlined a path for Mr. Dodd and Mr. Theodore to acquire the U.S. rights to MacrilenTM from Aeterna either through a Corporation named RiversEdge BioVentures, LLC, which is wholly-owned by Mr. Dodd, or another newly incorporated Corporation. Projektrettung!: LOL -)) Zugreifen wenn zopt den Laden nicht aufrichtet! Macht das überhaupt einen Sinn mit Mac?
- In or about July 2017, while they were still employed by Aeterna, the Defendants began to develop a second secret plan, which they called "Project Rescue – Version 2". Under the second plan, the Defendants engaged the assistance of an activist shareholder named Graeme Roustan to mount a proxy contest for control of the board of directors of the Company (the “Board”). Mr. Roustan controls a currently undisclosed holding of Aeterna shares. Der Shareholder Right Plan. :-)))))) Das hätte Doddy richtig Kohle gebracht!
- On July 7, 2017, Mr. Roustan sent a letter to the Board advising, among other things, that he desired a seat on the Board. The Board's Strategic Review Committee took charge of communication with Mr. Roustan.
- The Defendants had full knowledge that the Board was communicating with Mr. Roustan, and Mr. Dodd expressed his objection to being excluded from those communications. Die haben den Doddy und Theodore einfach rausgekegelt und ziehen den Deal ohne sie durch! However, the Defendants never disclosed their involvement with Mr. Roustan or their plans to take over the Board and acquire the U.S. rights to MacrilenTM. Their plans were only uncovered through an investigation following the termination of Mr. Dodd as CEO. Wieso haben sie Dodd ihn eigentlich gefeuert? Among other things, the Board discovered a document created by Mr. Theodore entitled "Outline of Proposed Agreement with Graeme Roustan", which detailed some of the particulars of how Messrs. Roustan, Theodore, and Dodd intended to mount the proxy contest.
- On July 20, 2017, Aeterna terminated Mr. Dodd's employment as CEO for cause, including for his repeated refusal to implement express directives of the Board. Da hat das Board wohl andere Vorstellungen wer Mac bekommt. Oder auch, was aus der Bude wird!
- Following the revelation of the plan to mount a proxy contest after Mr. Dodd's termination, it was uncovered through further investigation that, during and after Mr. Theodore's employment, he disclosed and made unauthorized use of highly proprietary and confidential information, including, among other things, providing others with privileged information that Mr. Theodore had received in his capacity as the Company's General Counsel.
- Mr. Theodore's employment was terminated on July 28, 2017.
- Following Mr. Dodd's and Mr. Theodore's terminations, they failed to comply with the Company's requests for the return of confidential information.
Aeterna has sought among other things: - An injunction to prevent the Defendants from continuing to use Aeterna’s confidential and proprietary information without authorization.
- An injunction to prevent the Defendants from mounting a tainted proxy contest that will be premised upon the breaches of fiduciary and statutory duties and breaches of confidence alleged in the Claim Das ist einfach ein Handlungsunfähig machen.
- RAUSGEKEGELT!!!!
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