The board at Ireland's Elan Corp has been cleared of any wrongdoing by an external review and two dissident directors are resigning.
The Dublin-headquartered firm said that the board has unanimously accepted a report prepared by the US law firm McKenna Long & Aldridge which reviewed "a number of matters brought to the board's attention by certain directors". The lawyers found "no legal breaches or other wrongdoing of any nature by Elan management, any member of its board of directors or its advisors".
The board has approved the McKenna report in full and accepted its recommendations, including "considering the feasibility of voluntarily complying with US domestic reporting requirements", although Elan's status is as a foreign private issuer, and adopting a US 'best practices' conflicts policy.
The company and the aforementioned directors, Vaughn Bryson and Jack Schuler, who have been critical of the way Elan has been managed, have agreed to suspend a legal spat in the Irish High Court. Messrs Schuler and Bryson had threatened to take legal action in the USA by demanding access to McKenna's investigation materials and conduct their own review; an injunction in Ireland was granted earlier this month to prevent the two from interfering in the independent probe.
Elan noted that the dissidents have now "expressed their satisfaction with the outcome of the McKenna process and have communicated their desire to resign from the board" within 90 days.
This represents something of a victory for Elan and Ian Hunter, an analyst at Irish stockbroker Goodbodys, said "the resolution to this matter will allow management to focus on the longer term, strategic management of the business"