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Biotech / Medical : Biotechnology Value Fund, L.P. -- Ignore unavailable to you. Want to Upgrade?

To: greentree who wrote (283)	9/27/1998 2:21:00 PM
From: Vector1	Read Replies (1) \| Respond to of 4974

<<1. Did the fund manager have any responsibility (legal or ethical) to honor his commitment to support the company?>> _Legal answer-Did the fund manager permit the proxy to go out representing that he would support management. Although it is unlikely that he did(it would be incredibly stupid not to leave an out), if he did the failure to live up to the public disclosure is actionable. If the commitment was to the company the company may have a claim but it would be very hard to access damages. The answer is much easier as a moral question. The guy is a scumbag. <,2. Did the fund manager breached his fiduciary duties to his fund's shareholders by not voting on an issue which is critical to their investment?>> Almost impossible to prove without a conflict providing circumstantial support as to an alterior motive for his vote. There could be any number of valid reasons for deciding not to vote with management on the key issue. <<3. Did the fund manager trade on "inside" information by buying shares knowing his non-vote would materially effect the value of the company?>> No. He may be liable for misleading disclosure if he represented to the public that he was voting the other way. <<4. Was the fund manager trying to cover his tracks by amending his 13D filings (after the fact?) to allow this kind of "management" of his positions?>> Could very well be. <<5. In the event that the fund manager turns out to have made an under-the-table "agreement" with the greenmailer, did the fund manager breach his fiduciary duties to his fund's shareholders?>> Ahh. the smoking gun. If you could establish evidence of this then the guy is going to be wearing U.S government issue pajamas for a couple of years, will be banned from the securities industry and will be subject to millions of dollars of law suits. Why do you call the other investor a greenmailer. Did he demand money to go away. <<6. If the fund manager turns out to be a future investment banker for the company, or earns fees for arranging for the new management to buy or sell part or all of the company through him, has the fund manager breached his fiduciary duties to his fund's shareholders?>> This is confusing. Is he an investment banker or a fund manager. Too many unanswered questions. Who gets the fees. Do they go to the fund investors or directly to the fund manager. You need to much better establish the facts here to establish a case for breach of fiduciary duty. V1