With Board Member Who Won’t Leave, Valeant Is at Mercy of Bylaws

Valeant Pharmaceuticals International Inc.’s former chief financial officer and current board member Howard Schiller has been accused by the embattled drugmaker of misconduct, and yet the one thing the company can’t get him to do is quit. Schiller’s unusual step of refusing to resign from the board, despite Valeant’s request that he do so, could lead to fractures among directors. Valeant’s bylaws specify that board members can be removed by a supermajority vote of other directors if he or she “ceases to be qualified to act as a director of the company.”