|Mylan Vice Chairman Rodney Piatt|
Back in late 2013, Mylan ($MYL) moved into a new headquarters in an office park near Pittsburgh--a 5-story building for about 700 employees.
The main developer of that office park? Company Vice Chairman, lead independent director and compensation committee chief Rodney Piatt--a fact Mylan ($MYL) hasn't publicly disclosed, The Wall Street Journal reports.
Securities regulators mandate that public companies tell investors about any significant transactions with directors, execs or other "related persons," the paper notes, as members of boardroom compensation committees have special duties to avoid situations that compromise their independence.
But Mylan claims there was no need to come out with Piatt's connection to the $60 million real estate project, the WSJ says. By using a middleman in March 2012--Piatt's company sold a 7-acre site for $1 to another entity, which sold the same land to Mylan for $2.9 million that very day--Piatt and Mylan avoided any direct dealings with one another, the drugmaker claims. Another similar, 11-acre transaction took place in May.
As Mylan spokeswoman Nina Devlin told the Journal, the generics maker got outside legal advice on the transaction, choosing its new location "after a comprehensive review of various potential sites."
|Mylan's campus near Pittsburgh--Courtesy Mylan|
"Mr. Piatt was not a party to either transaction" involving Mylan and "had no direct or indirect material interest in the transactions," she said.
But the way Charles Elson, director of the John L. Weinberg Center for Corporate Governance at the University of Delaware, sees it, "the optics are terrible."
"Pittsburgh is a big town with no shortage of real estate. Either they could have gone somewhere else, or [Mr. Piatt] could have relinquished the directorship and eliminated the conflict," he told the WSJ.
Mylan's headquarters have been a topic of conversation recently for other reasons, too. The company is alleging that suitor Teva ($TEVA) violated U.S. securities law in building up its present Mylan stake--a fact Teva says is irrelevant now that Mylan has completed its tax inversion, which technically puts its headquarters in the Netherlands.
- read the WSJ story (sub. req.)
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