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Published on 2/25/2009 in the Prospect News Special Situations Daily.

Biovail founder requests special meeting, seeks to make changes to board

By Lisa Kerner

Charlotte, N.C., Feb. 25 - Biovail Corp. founder and investor Eugene Melnyk announced on Wednesday that he has requisitioned a special meeting of the company's shareholders for the purpose of approving corporate governance resolutions and electing two of his nominees to the board of directors.

Melnyk said would like the meeting to be held in conjunction with the Toronto specialty pharmaceutical company's 2009 annual meeting.

According to Melnyk, several of his proposed resolutions would bring Biovail's corporate governance practices in line with recent recommendations made by the Canadian Coalition for Good Governance.

Melnyk is primarily concerned about the resolution related to the payment of termination and change-of-control payments in executive agreements. Currently, these payments are excessive, Melnyk believes. He also urged shareholders to monitor the perquisites provided to Biovail's executives, including the use of corporate aircraft and personal travel financed by Biovail.

Biovail acknowledged receipt of the requisition from Melnyk and a company under his control, EM Holdings BV. The Biovail board of directors will consider the dissident requisition and "respond appropriately in due course," according to a company news release.

Eight of its 10 directors are independent, the company said.


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