Righting the Ship: GC Christina Ackermann's Efforts to Rebuild at Bausch Health
When Christina Ackermann came onboard in August 2016, Bausch Health Companies Inc., formerly known as Valeant Pharmaceuticals, was in distress. But she said she knew what she was signing up for: Rebuilding Bausch's governance structure and reshaping her legal department, while helping the business side dig out of a dark financial hole.
December 03, 2018 at 06:36 PM
6 minute read
The original version of this story was published on Corporate Counsel
When Christina Ackermann came on board in August 2016, Bausch Health Companies Inc., formerly known as Valeant Pharmaceuticals, was a distressed, if not sinking, ship. She spent her first week with outside counsel studying a flood of legal and regulatory problems, and assessing the pharmaceutical company's legal strengths and weaknesses.
Helping to right the ship has taught “me more in the last two years than I learned in the previous 15 at Novartis,” the veteran in-house counsel, who is executive vice president and general counsel, told Corporate Counsel in a recent interview. “Novartis is a fabulous company,” she added, “but the learning curve here, with the challenges we had, has just been, well, fun.”
Ackermann came to Bausch from being a GC at Alcon, a Texas-based division of Novartis International. Prior to that she served as global legal head and general counsel at German-based Sandoz Inc., also a Novartis division. Bausch is headquartered in Quebec, Canada, with its U.S. operations and Ackermann based in Bridgewater, New Jersey.
The company paid her a $1.5 million signing bonus plus $50,000 a month to come aboard, along with resources to shore up the legal department.
Ackermann said she knew what she was signing up for: Rebuilding Bausch's governance structure and reshaping her legal department, while helping the business side dig out of a dark financial hole. Three months before hiring her, the company had replaced its CEO.
“What really gets you motivated is that I had to present to the board a week after I started,” Ackermann recalled. “I jumped in really fast. I spent my first day reading SEC [U.S. Securities and Exchange Commission financial] filings and looking at the business.”
At the time Bausch was named Valeant Pharmaceuticals International Inc., before Ackermann and her 66-lawyer legal team helped to rebrand it in July as part of efforts to distance the company from its troubled past. The company took its new name from its financially successful and trusted Bausch & Lomb eye products unit.
When Ackermann arrived, the company was facing multiple government investigations and three securities class actions, including one of the largest securities class actions in U.S. history. A former top executive was arrested and later convicted in a kickback scheme with a now-defunct mail order pharmacy called Philidor Rx Services. The company's stock plummeted.
During her first few months, Ackermann said she assessed the outside law firms working on company cases, and changed several of them. “They were good law firms, but they didn't manage the cases the way I do,” she explained. “Ultimately I am responsible for the case, not the outside counsel.”
One of her first key hires was litigator Jason Marks to help set up a litigation department of three lawyers and a paralegal. She tasked Marks with setting up a legal operations team in the middle of all the litigation challenges.
In an interview earlier this year with American Healthcare Leader, Marks recalled, “The company was in the middle of a storm, and I pride myself on being able to build something sustainable in the middle of a hurricane.”
Ackermann said they sometimes changed their strategy on a case quarterly, as facts would come out in depositions. “You have to keep a fluid strategy and stay on top of a case as it develops,” she said. “I learned that years ago.”
One high-profile case where she shifted strategy involved key shareholder Pershing Square Holdings CEO William Ackman and an attempt by previous management under pressure by Ackman to acquire Botox-maker Allergan. Initially facing the bulk of a $290 million proposed settlement for the insider trading case, Bausch's general counsel fought back. In the end, Bausch agreed to pay only $96 million, or roughly a third, as its share of the settlement. The company and the other defendants didn't admit wrongdoing, according to published accounts.
“It was a perfect example of what you can do when you do a rigorous analysis and reassess the facts every step of the way,” Ackermann said.
Although the company has cleared most of the legacy cases and several government investigations, it still faces a major securities class action plus individual complaints alleging a lack of disclosure and misrepresentation related to the Philidor actions. The company is fighting them and has said the complaints are without merit.
Bausch also has been cooperating with several ongoing investigations related to the Philidor relationship and the company's patient assistance program, according to its latest quarterly SEC filing last month. The probes are being conducted by the U.S. attorney for the District of Massachusetts; the U.S. attorney in Manhattan; the SEC's Los Angeles office; and the Autorité des marchés financiers, Canadian securities regulators, according to the filing.
Ackermann said the company is considering legal action against the former Valeant executive and the former Philidor executive who were convicted in the Philidor case.
Beyond the legal issues, Ackermann said she has also spent a lot of time meeting with business department heads “to understand their challenges and targets, and the impact of external pressures on them.”
She said she has assigned a “go-to person” in legal to every executive committee member. Previously, she said, they would just call any in-house or outside counsel if they had a question. She also assigned a lawyer to each of four business segments, and named regional and local lawyers for the international operations.
“I also require lawyers to sit on management teams in each segment, so we don't wait for legal work to come to us,” Ackermann said. “We are closer to business development, licensing, investor relations. When we make a decision about pricing or a patent settlement around the world, an in-house lawyer is at the table.”
To make sure the legacy issues don't reappear, she has created a compliance unit, and an enterprise risk management unit, with both reporting to her.
Despite the troubled past, Ackermann said she was pleasantly surprised at the collegial culture and positive attitudes she found at the company.
“Last year and this year we did employee surveys, and 80 percent say they want to stay,” she said. “I would have expected a lot more anxiety.”
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