Replacing Phil Sharp Will Be Up to Biogen’s Board

7/20/09

Famed scientist Phil Sharp’s retirement from the board of directors at Biogen Idec (NASDAQ:BIIB) leaves the board without what was perhaps its leading scientific voice, but his departure doesn’t leave activist investor Carl Icahn with much of an opening to seize greater control over the company.

When I reported last week that Sharp had stepped down from the board of Biogen, which he co-founded in 1978, it was still unclear whether or how Sharp’s retirement would impact the balance of power at the Cambridge, MA-based biotech company, which Icahn is on a quest to take over. It turns out that Biogen’s board of directors will decide whether or not to find someone to take Sharp’s seat on what is now a 12-member board of directors—but the board wouldn’t have had this power had a vote that took place at Biogen’s annual shareholders meeting on June 3 turned out differently.

At the meeting, Biogen shareholders rejected an amendment that Icahn proposed to the company’s bylaws, which would have set the number of seats on the board of directors at 13. During the proxy battle leading up to the meeting, Biogen, which also has significant operations in San Diego, advised shareholders to reject that amendment because it would remove the board’s power to determine how many directors there should be.

As of this writing, there were no indications one way or another from Biogen about whether its board would seek a replacement for Sharp.

“There is no obligation to fill his seat, as you may recall from following our proxy contest,” Biogen spokeswoman Jennifer Neiman told me, “so the board will make that decision based on … Next Page »

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