Optimer Pharmaceuticals announced that it has fired its chairman, chief financial officer, and vice president, following allegations that the biopharmaceutical company's board breached its fiduciary duties to shareholders.
The management changes stem from certain lapses in corporate governance practices and the company's relationship with Optimer Biotechnology (OBI), its 43 percent-owned independent, Taiwanese-based affiliate.
Optimer's board of directors on April 9 removed Michael Chang as chairman of the board due to his failure to identify and effectively manage compliance, recordkeeping and conflict of interest related to a grant of 1.5 million shares he received from OBI. The company said that Chang remains as a director of the company, but that the board has requested his resignation.
The board also unanimously agreed (excluding Chang's vote) to terminate Chief Financial Officer John Prunty and Vice President Youe-Kong Shue. According to a company statement, the terminations of Prunty and Shue were related to the belief by Optimer's independent directors that both individuals failed to follow proper procedures when they became aware of the issues related to the issuance of the OBI shares to Chang.
Assuming Chang's position as chairman is Hank McKinnell, who previously was appointed lead independent director at the Feb. 29 board meeting. “Clearly, we are disappointed that we had to take these actions,” McKinnell said. “However, the board believes they reflect the importance to the Company of good corporate governance practices and that they are in the best interests of the company and its stakeholders.”
Kurt Hartman, who currently serves as general counsel, chief compliance officer and senior vice president, has been appointed acting CFO. A search for a permanent CFO has commenced, according to a company statement.
On the heels of the announcement, law firm Harwood Feffer announced that it is investigating claims against Optimer's board. “Our investigation concerns whether the Optimer board of directors has breached its fiduciary duties to shareholders, grossly mismanaged the company, and/or committed abuses of control in connection with the foregoing,” the firm stated.
The company said it has disclosed the matter to the relevant U.S. authorities and is cooperating with those authorities in reviewing the matter.