Fraud Investigation

How is Mitch Gold not in prison?

http://www.cbsnews.com/news/cancer-drug-ceo-sold-34m-in-stock-before-admitting-the-product-was-a-flop/

Jan. 7, 2011: Gold reiterated his revenue guidance at up to $400 million for the year.
March 1, 2011: Bishop says "We are on track with providing PROVENGE to approximately 2,000 patients by the end of July."
April 29, 2011: Gold sells $20 million in DNDN, in a series of sales netting him $33.7 million in gross proceeds.
May 2, 2011: The company reiterated its guidance. Bishop told analysts, "We believe we have carefully budgeted our capacity to meet our revenue guidance for 2011 of $350 to $400 million. In addition, we're on track to providing PROVENGE to approximately 2,000 patients by the end of July."
Aug. 3, 2011: Q2 revenues were just $49.6 million, and the company said "reimbursement knowledge" among doctors was the problem. The $400 million guidance is abandoned.
Aug. 4, 2011: Shares fell $24.15 or 67.38 percent, to $11.69 per share:

 

Because the SEC has not decided to prosecute him for criminal fraud. You recite a list of events which are all undeniably true, but that is not sufficient proof of CRIMINAL liability, and criminal fraud (versus a potential finding of civil fraud) is the only way he lands in jail.

 

The SEC can not choose to prosecute him for criminal fraud. The DOJ can. Look at the Silverberg lawsuit link. There are plenty of allegations backed up with proof (Board of Directors' Meetings among other things indicating what he knew when as he sold tens of millions in stock) that would appear sufficient for criminal fraud.

http://courts.state.de.us/opinions/download.aspx?ID=199270

As for the SEC, how have they not yet gone after him in a civil case? DNDN has already settled other civil suits for tens of millions.

 

What kind of idiot bumps a thread two years dead?!? IDIOT.

 

Looks like management does not like the thread about still pending investigations. If DNDN is not going to tell potential bidders about still pending lawsuits and federal investigations all they have to do is look at the latest 10Q. Is Silvio insulting people for telling the truth about the latest 10Q?

 

Dendreon's words from November 2014---

The Company and three former officers are named defendants in a securities action pending in the United States District Court for the Western District of Washington (the “District Court”) and brought by a group of individual investors who elected to opt out of a securities class action lawsuit that was settled in August 2013. The pending action, filed May 16, 2013, is captioned Christoph Bolling, et al. v. Dendreon Corporation, et al., Case No. 2:13-cv-0872 JLR. Plaintiffs allege generally that the Company made various false or misleading statements between April 29, 2010 and August 3, 2011 concerning the Company, its finances, business operations and prospects with a focus on the market launch of PROVENGE and related forecasts concerning physician adoption, and revenue from sales of PROVENGE. Based on information provided informally by plaintiffs’ counsel, the plaintiff group, which totals approximately 30 persons, purports to have purchased approximately 250,000 shares of Dendreon common stock during the relevant period. The Bolling plaintiffs filed an amended complaint on July 16, 2013, alleging both violations of certain provisions of the federal Securities Exchange Act of 1934 and provisions of Washington state law and seeking unspecified damages. In response to a motion by defendants, the federal claims were dismissed with leave to amend in January 2014. On February 17, 2014, plaintiffs filed a Second Amended Complaint which defendants moved to dismiss on March 24, 2014. After briefing, the District Court, by order dated June 5, 2014, again dismissed the federal claims, but denied the motion as to the plaintiffs’ Washington state law claims for fraudulent and negligent misrepresentation. The case is now in the discovery phase. We cannot predict the outcome of the litigation; however, the Company intends to continue defending against claims vigorously. The Company also is the subject of stockholder derivative complaints first filed in August 2011 generally arising out of the facts and circumstances that are alleged to underlie the previous securities action. Derivative suits filed in the District Court were consolidated into a proceeding captioned In re Dendreon Corp. Derivative Litigation, Master Docket No. C 11-1345 JLR; others were filed in the Superior Court of Washington for King County and were consolidated into a proceeding captioned In re Dendreon Corporation Shareholder Derivative Litigation, Lead Case No. 11-2-29626-1 SEA. In addition, on June 22, 2012, another derivative action was filed in the Court of Chancery of the State of Delaware, captioned Herbert Silverberg, derivatively on behalf of Dendreon Corporation v. Mitchell H. Gold, et al., Case No. 7646-VCP. The various derivative complaints name as defendants various current and former officers and directors of the Company. While the complaints assert various legal theories of liability, the lawsuits generally allege that the defendants breached fiduciary duties owed to the Company in connection with the launch of PROVENGE and by purportedly subjecting the Company to potential liability for securities fraud. The complaints also include claims against certain defendants for supposed misappropriation of Company information and insider trading; the Silverberg complaint, asserts only this latter claim. After a formal mediation and further post-mediation negotiations, the parties to the various derivative actions reached a tentative settlement of the actions, the terms of which are set out in a Memorandum of Understanding dated as of July 18, 2014. The settlement has now been memorialized in a formal stipulation of settlement, which the parties expect to present to the Delaware Court of Chancery in the near future. The settlement remains subject to court approval. We cannot predict whether the process of court approval will be successful. In any event, the purported derivative lawsuits do not seek relief against the
Company although the Company has certain indemnification obligations, including obligations to advance legal expense to the named defendants for defense of these lawsuits. Additionally, the SEC is conducting a formal investigation, which we believe relates to some of the same issues raised in the securities and derivative actions. We are cooperating fully with the SEC investigation. The ultimate financial impact of these various proceedings, if any, is not yet determinable and therefore, no provision for loss, if any, has been recorded in the financial statements. With respect to all of the above-described proceedings, the Company has insurance that we believe affords coverage for much of the anticipated costs, subject to the policies’ terms and conditions. On March 7, 2014, a stockholder derivative complaint was filed in United States District Court for the District of Delaware. The lawsuit, captioned Quintal v. Bayh, et al., No. 1:14-cv-00311-LPS, names as defendants both present and former members of the Company’s Board of Directors. Plaintiff’s purported derivative complaint alleges that members of the Company’s Board of Directors violated the terms of the Company’s 2009 Equity Incentive Plan by granting to non-employee directors shares of Company stock that vested immediately upon grant as part of the non-employee director’s annual compensation package. Defendants filed a motion to dismiss the complaint on April 14, 2014. The Court heard oral argument on Defendants’ motion on July 29, 2014, and the motion is now under submission. We cannot predict the outcome of the motion to dismiss or the timing of the action. While the Company has certain indemnification obligations, including obligations to advance legal expense to the named defendants for defense of this lawsuit, the lawsuit does not seek monetary relief against the Company. The Company received notice in November 2011 of a lawsuit filed in the Durham County Superior Court of North Carolina (the “Court”) against the Company by GlaxoSmithKline LLC (“GSK”). The lawsuit purports claims for monies due and owing and breach of the Company’s obligations under the Development and Supply Agreement (the “GSK Agreement”) terminated as of October 31, 2011. On April 9, 2013, GSK amended its complaint to add a claim for breach of North Carolina’s unfair and deceptive trade practices act. The Company does not believe the lawsuit has merit, filed a Counterclaim and Answer on January 6, 2012, and intends to defend its position vigorously. On November 4, 2014, the Court issued an Opinion and Order on GSK’s motion for summary judgment on its breach of contract claim and the Company’s cross motion for summary judgment on GSK’s breach of contract, breach of the covenant of good faith and fair dealing, and unfair and deceptive trade practices act claims, both of which had been fully briefed since March 2014. In its Opinion and Order, the Court found that GSK is entitled to be paid for a Firm Order placed by the Company before it terminated the parties’ agreement, but otherwise dismissed GSK’s remaining claims. The Court’s ruling did not determine any amounts owed by the Company for the Firm Order, which will be subject to further litigation. On its breach of contract claim GSK is seeking approximately $17.6 million in damages, but the Court has not yet made any determination of amounts that may be owed for the Firm Order or whether any offsets, including amounts recoverable on the Company’s counterclaims, would reduce any amounts owed. On June 11, 2014, GSK filed a second motion for summary judgment on the Company’s counterclaims, which the Company opposed and is now fully briefed. The Court has not yet scheduled oral argument or issued a ruling on GSK’s second motion for summary judgment. The Company opposed that motion, which is now fully briefed. The Court has not yet issued a ruling on any of the pending summary judgment motions. The Company has accrued approximately $4.0 million in fees in connection with the termination of the Development and Supply Agreement. The ultimate financial impact of the lawsuit is not yet determinable. Therefore, no additional provision for loss has been recorded in the financial statements.

 

The bidders don't care about pending lawsuits. When a company buys another company out of a bankruptcy proceeding they do so entirely free and clear of all liabilities except those the acquired EXPLICITLY agrees to assume (like favorable leases or executor contracts). Any prior sins remain with the bankrupt estate and any settlements come out of the pot of money created to satisfy creditors.

This is one of the principal reasons why prepackaged bankruptcies are done. When corporate affairs get messy acquiring companies are loathe to buy the corporate entity because they remain responsible for contingent liabilities. Bankruptcy creates a "good" company with the desirable assets and a "bad" company with the undesirable assets and liabilities. The bidders buy the "good" company, creditors and shareholders keep the "bad.

 

The new company likely inherits federal investigations not yet complete and therefore not yet liabilities. Likely the reason no federal action has been taken yet against this board of directors and past management.

 

The new company inherits nothing they don't explicitly accept, including federal investigations. All liabilities, whether contingent or accrued, stay with the bankrupt estate and any claims related to pre-bankruptcy events must be asserted in the bankruptcy court or else they are forever barred as of the plan confirmation.

That is the entire purpose of Title 11, to give the debtor a completely fresh start free of past sins. As a public policy matter, if past owners and management did bad things it makes no sense to punish the new owners who may be choir boys that have done nothing wrong. Of course if there was wrongful behavior giving rise to the federal investigation that is allowed to continue after the bankruptcy then the consequences for those actions are 100% the problem of the reorganized company from the confirmation date forward.

 

Countrywide was not a BK but Bank of America were choir boys with respect to Countrywide's prior activities but B of A got stuck paying all the damages.

The government would be better served going after the individuals like MG, SB, HB, RH, GS et al but Dendreon continues to assert there is a formal federal investigation of DNDN which theoretically could turn into individual suits or arrests.

 

With this logic, company officers can do as much fraud as they want and just choose voluntary bankruptcy while the company still has plenty of cash and they never have to pay the piper. Your logic does not pass the smell test and yes this stinks...

 

That is the difference; a number of financial institutions were arm-twisted into acquiring companies like Countrywide without insisting on financial indemnification from the US government. That was big time strategic error given that the assets were not conveyed to the new buyer in a bankruptcy. Ditto for the Merrill-Lynch deal, it was just stupid to have signed up for that one without indemnity.

The feds can certainly pursue individuals if they want. The protection granted by the bankruptcy is specific to the buyer and nobody else. Both the individuals and the bankrupt estate can still be on the hook for past misdeeds, as they should be. However, the statute of limitations is running, especially on the individuals, so Uncle Sam had better get to it.

 

What is the statute of limitations for fraud and insider trading which could easily be charged here based even just on the evidence presented in the Silverberg suit? The government case would even have more as they have had subpoena power for years in this investigation.

 

6 years now.

 

six years give the gov't until 2016 to cover executive's and board's selling back to 2010.

 

And if there is no bid and the bondholders own the company, do liabilities and investigations stay with the company?

 

Ret: Fraud Investigation

If theres a fraud investigation, they'll want to charge the current management disaster of Slimevio Pacheco, Jeron "I'm an Adonis" Evans, and Dan "the Raccoon" Duran for pretending to be competent, much less feigning leadership. These guys were inept as managers, hopeless as directors, and true wastes as VPs... All three were lowly Division Managers a mere four years ago, and now they're leading a company? Is there ANY wonder why Dumbdreon fails?!

 

Re: Ret: Fraud Investigation

What is Silvio's background?

 

No. If there is no bid the assets still get dropped into a new shell company and the shares are distributed to creditors in proportion to the liabilities owed. Expect that small creditors below a specific dollar amount, typically less than $5,000, will simply be paid off in cash and will receive no shares.

All past sins regardless of the origin "belong" to the bankruptcy estate and any recovery will be against estate assets. If, for example, your parent died owing people money those creditors can try and collect from the estate if there are assets available, but the liability does not pass to the next generation.

 

Recovery of past sins can also be against individuals and that would be the likely scenario. It is likely the players under the MG administration and the BoD can look forward to a lifetime of facing up to the consequences for what they did and also what they did not do that they were supposed to do as fiduciary responsibilities.

Thanks again for your good posts!