Drugmaker Elan says 2 directors will resign and drop lawsuit after review by law firm

Elan says report clears company of wrongdoing

NEW YORK — Irish drugmaker Elan Corp. PLC said Friday a U.S. law firm has found no wrongdoing by the company, rejecting allegations by two Elan board members.

Elan said the law firm, McKenna Long & Aldridge, found no legal breeches or wrongdoing by Elan’s management, board of directors, or advisers. According to Elan, the directors who were suing the company have agreed to suspend legal proceedings in Irish courts, and resign from the board within 90 days.

In a letter to shareholders on Sept. 6, Elan CEO G. Kelly Martin said directors Vaughn Bryson and Jack Schuler had recently notified the company they planned to file a lawsuit against the company unless Elan met certain conditions. Elan did not specify what Bryson and Schuler were alleging or what conditions they wanted, but it said the two men and their legal counsels made false statements.

The company said Bryson and Schuler are satisfied with the outcome of the review. They will resign at the chairman’s request, or after a new chairman is chosen to replace Kyran McLaughlin, who plans to retire when the company finds a replacement for him. It said it approved the McKenna Long & Aldridge report and accepted its recommendations. The firm recommended that Elan consider complying with U.S. domestic reporting requirements even though it is based in Dublin.

According to Elan, Bryson and Schuler joined the board in July 2009 as part of a settlement. Bryson is a former chairman and CEO of Eli Lilly and Co., and Schuler is a partner in private investment firm Crabtree Partners and former president and chief operating officer of Abbott Laboratories.

Elan shares lost fell 4 cents to $4.78 in midday trading.