Part III, Of IV | Keeping Score — Pharmacia, Hassan & Cox: The Bextra®/Celebrex® Debacle

Who is charged with what, in these earlier posts of mine, covering a consolidated federal ERISA violations putative class action — which arises from the delay of important negative cardiovascular study results, as Pharmacia’s Bextra® and Celebrex® were flogged to an unsuspecting public, and their doctors [see here and here]? That is what the below table sets out. Notice that Mr. Hassan would be charged as a member of both the directors column, and the committee column (and arguably under the corporation column — as the controlling person of the corporation, from 2000 to 2003).

As before, this story is told entirely from public court pleadings in the ongoing federal ERISA “breach of fiduciary duties” class action in the Southern District of New York. Remember that, in each case below, whenever Pfizer is mentioned, the reference would also (from March 31, 2000 — through and including April 16, 2003) also refer to Pharmacia, then controlled by Fred Hassan, and Carrie S. Cox.

NATURE OF THE BREACH Pharmacia Pharmacia
Duty to Prudently Invest

a. Permit Plans to make
and hold investment in
Company Stock Funds

b. Permit Company
Stock Funds to be
invested almost
exclusively in
Company Stock
c. Failure to disregard
Plan if necessary to
comply with ERISA

Duty of Loyalty

a. Failure to make fiduciary
decisions for the exclusive
benefit of the Plans

b. Failure to obtain
independent advice of
engage an independent
fiduciary in situations presenting
potential conflicts of interest

Duty of Prudence (to Appoint and

a. Failure to adequately appoint
and monitor

b. Failure to provide
complete and accurate
information to other Plan
c. Failure to investigate

Co-Fiduciary Liability

Knowing Participation Liability

Part IV — as to what it all means — tomorrow.


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