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President Joe Biden White House Cinco de Mayo Reception

As an activist investor, Alex Denner has made a career out of telling companies what they are doing wrong and convincing shareholders that he can make them better. A cringey corporate governance disaster risks ending his ability to do either.

Denner, the head of Sarissa Capital Management, is stepping down from the board of drugmaker Biogen Inc. to pursue a campaign against one of its partners, Alkermes Plc. If that seems questionable, it is nothing compared to Denner’s solution for filling the seat he’s vacating. In a brazenly inappropriate act, Denner has determined that his girlfriend, Susan Langer, is the fiduciary Biogen and its shareholders need.

In putting Langer forward to succeed him, Denner is essentially trying to lavish on a loved one a valuable and influential position that he has no right to bequeath. The fact that Denner chairs Biogen’s corporate governance committee only compounds the farce. As does the fact that Langer’s nomination was announced just 48 hours before Biogen’s annual meeting, which was then pushed back until Monday. Did it really need to be so last minute? Was there truly no one better qualified?

Biogen’s board doesn’t come off any better. Announcing Langer’s nomination, Caroline Dorsa, the drugmaker’s incoming chair, called it the “culmination of an extensive shareholder engagement process.” Oddly, Dorsa didn’t alert shareholders to the relationship between the departing director and his successor. The company confirmed to Stat News, which first reported the Denner-Langer connection, that the board was aware of the relationship.

In other words, Denner’s fellow directors knew of a clear conflict of interest in choosing his successor and apparently just said “meh, love works in mysterious ways.” And indeed it does. As romantic gestures go, a public company board seat is an interesting choice. On the one hand, it scores well for being both original and financially gainful; on the other, it bestows certain responsibilities and liabilities and makes the recipient subject to glaring public scrutiny and a shareholder vote.

Biogen’s shareholders would be wise to use theirs to block Langer’s nomination and demand an explanation from the rest of the board for why it was allowed to happen at all. Whether they do or not, another activist fight is probably in the offing for Biogen. Wanton disregard for shareholders provides a big soft target for agitators, and Biogen’s stock price, which has bobbed along since 2015, is unlikely to provide much protection.

I could balance this out with a word on Langer’s qualifications, but to do so is beside the point. She has some biotech experience; I’ll leave it at that. It doesn’t matter. The optics of the situation are awful — for her, for Biogen’s board and for fans of good corporate governance in general.

But the real loser here is Denner, who has pursued successful campaigns at other pharmaceutical companies like Idenix, Ariad and Bioverativ.

For his credibility, it may already be too late. Abusing his position so egregiously insults the shareholders he claims to be fighting for and gift-wraps a powerful defense for his future targets.

In its campaign against Alkermes, Sarissa published a slide proclaiming “All boards could use directors with principles like Alex Denner.” It probably wasn’t intended as a joke, but Denner has inadvertently turned himself into the butt of one. He should have remembered the first rule of evangelizing: Practice what you preach.

• Ex-Carlyle   Activists Sweat for $16 Billion Upside: Chris Hughes

• Wagamama’s   Hedge Fund Standoff Gets Spicier: Matthew Brooker

• Scary   Activist Investors Aren’t That Scary Anymore: Ed Hammond

This column does not necessarily reflect the opinion of the editorial board or Bloomberg LP and its owners.

Ed Hammond is a Bloomberg News reporter who covers mergers and acquisitions.

More stories like this are available on <a href="https://www.bloomberg.com/opinion">bloomberg.com/opinion</a>

Ed Hammond | Bloomberg

Bloomberg

Key Speakers At The 20th Annual Sohn Investment Conference

Photographer: Bloomberg/Bloomber

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