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Message: Conflict of Interest

Conflict of Interest

posted on Apr 14, 2008 10:26AM
What continues to bother me is what I perceive to be a blatant conflict of interest having a private company (TPL) with a direct stake in the outcome, negotiate deals on behalf of a public company (PTSC), when those deals include a NDA. TPL has no shareholders to answer to so the NDA has no effect on them. During negotiations, if the Defendant request the strictest confidentiality, TPL has no incentive to negotiate away from it so long as they are happy with the financial terms they will end up with. As we are seeing, the NDA has a devastating impact on the shareprice for PTSC and has much more importance to us then TPL. More NDAs in future deals will cripple the sp. Why is this acceptable to our BOD? The only logical explanation is that the settlement terms would have to be so incredible that it was decided to be worth the adverse effect the NDA would have on the shareholders and sp, i.e. ongoing royalties would qualify IMO. However, if so there has to be more RG could tell us then what was in his letter without violating the NDA. Otherwise, if TPL negotiated a bad deal and agreed to an NDA after all the prior settlements and a favorable Markman, PTSC should be filing a lawsuit against TPL immediately for breach of contract, breach of fiduciary duty and to terminate their exclusive right to negotiate.
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