On Friday the Independent Director Committee of Alcon announced that it intended to pursue its action for the protection of its minority shareholders right. Alcon’s IDC stated that it was confident that its position was supported by Swiss law, citing its own expert. The IDC of Alcon was responding to Novartis’ previously released statement regarding the actions of IDC.
Novartis’ legal position for the takeover of Alcon Inc under the Swiss Merger Act confirmed the previous day by a Swiss legal expert, contradicting the views of the Independent Directors Committee of Alcon. According to expert cited by Novartis the merger is subject to approval by the entire board. It cannot be delegated to or vetoed by the independent directors alone. The directors are not compromised by the fact that they are nominated by a majority shareholder nor would the approval of the merger by board and majority shareholder alone be. Similarly the board is entitled to amend organizational regulations. The creation of the Alcon IDC litigation trust is contrary to the relevant law as it creates a conflict of interest between the obligations as Alcon board members and the litigation trust.
