Macrophage Therapeutics, Inc. Wins Delaware Case Against Michael Goldberg for Breach of Fiduciary Duty
June 24 2021 - 7:00AM
Business Wire
Navidea Biopharmaceuticals, Inc. (NYSE American: NAVB)
(“Navidea” or the “Company”), a company focused on the development
of precision immunodiagnostic agents and immunotherapeutics, today
announced that on June 23, 2021, Vice Chancellor Joseph Slights of
the Court of Chancery of the State of Delaware (the “Court”) ruled
in favor of Navidea’s wholly-owned subsidiary, Macrophage
Therapeutics, Inc. (“MT”) and against its former CEO, Dr. Michael
Goldberg, finding that Dr. Goldberg breached his fiduciary duties
to MT.
This decision follows an earlier June 12, 2019 ruling in which
the Court voided certain transactions putatively authorized by Dr.
Goldberg, pursuant to which Dr. Goldberg purported to transfer
certain of Navidea’s intellectual property rights (which had been
sub-licensed to MT) to a company controlled by Dr. Goldberg, but
had previously ruled that there remained factual questions as to
whether Dr. Goldberg’s conduct constituted a breach of fiduciary
duty to MT.
Following a three-day trial and extensive post-trial briefing,
the Court agreed with MT that Dr. Goldberg breached his fiduciary
duty. Specifically, the Court ruled: “Dr. Goldberg attempted to
take for himself that which belonged to [MT]. In doing so, he
breached his duty of loyalty to [MT] stockholders. [MT] was
absolutely justified in bringing this action to remedy (in this
case undo) the harm caused by Dr. Goldberg’s misconduct.” The Court
disagreed with MT’s arguments regarding damages and, other than
awarding nominal damages, declined to award additional relief
beyond that which it had previously granted. With respect to MT’s
claim for conversion, the Court found that the claim was not
supported because “Dr. Goldberg confirmed that he currently does
not own or possess any intellectual property related to either
Navidea or [MT]” and that “any IP Dr. Goldberg created while at
Navidea or any of its subsidiaries was and remains the property of
Navidea and its subsidiaries.”
In addition, the Court denied Dr. Goldberg’s motion to hold MT’s
directors and CEO in contempt, denied Dr. Goldberg’s motion to
dismiss the lawsuit against him, and granted MT’s motion to dismiss
Dr. Goldberg’s petition to remove MT’s board members.
About Navidea Navidea Biopharmaceuticals, Inc. (NYSE
American: NAVB) is a biopharmaceutical company focused on the
development of precision immunodiagnostic agents and
immunotherapeutics. Navidea is developing multiple
precision-targeted products based on its Manocept™ platform to
enhance patient care by identifying the sites and pathways of
disease and enable better diagnostic accuracy, clinical
decision-making, and targeted treatment. Navidea’s Manocept
platform is predicated on the ability to specifically target the
CD206 mannose receptor expressed on activated macrophages. The
Manocept platform serves as the molecular backbone of Tc99m
tilmanocept, the first product developed and commercialized by
Navidea based on the platform. Navidea’s strategy is to deliver
superior growth and shareholder return by bringing to market novel
products and advancing the Company’s pipeline through global
partnering and commercialization efforts. For more information,
please visit www.navidea.com.
Forward-Looking Statements This press release contains
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Securities Act of 1933, as amended, and Section 21E of the
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to successfully commercialize our drug candidates; dependence on
royalties and grant revenue; our ability to implement our growth
strategy; anticipated trends in our business; our limited product
line and distribution channels; advances in technologies and
development of new competitive products; our ability to comply with
the NYSE American continued listing standards; our ability to
maintain effective internal control over financial reporting; the
impact of the current coronavirus pandemic; and other risk factors
detailed in our most recent Annual Report on Form 10-K and other
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Navidea Biopharmaceuticals, Inc. Jed Latkin Chief Executive
Officer 614-973-7490 jlatkin@navidea.com
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