Goldman sold 1.3 million Valeant shares backing loan to CEO, Valeant says

The ticker information for Valeant Pharmaceuticals International Inc. is displayed on a screen above the post where it's traded on the floor of the New York Stock Exchange November 4, 2015. REUTERS/Brendan McDermid · Reuters

NEW YORK (Reuters) - Goldman Sachs (GS.N) sold 1.3 million shares of Valeant Pharmaceuticals International (VRX.TO) on Thursday, a day when the drug company's shares fell as much as 20 percent, because they were securing loans made to Valeant CEO Michael Pearson that needed to be paid.

Valeant said the sale was required by Goldman and had not been done at Pearson's request. Goldman declined to comment.

Valeant shares on Friday recovered some of Thursday's lost ground, gaining about 5.5 percent to $83.15. Valeant has been under pressure over scrutiny of its high price markups and accusations it used Philidor Rx Services pharmacy to inflate revenue.

The company has denied that it inflated revenue and has opened an investigation to look closely at allegations related to its ties to Philidor.

Pearson has come under increased pressure in recent days over his handling of Valeant's business practices, and could face more criticism over the loan behind the Goldman sale. Corporate governance experts say CEOs with such loan arrangements have less to lose than other shareholders.

Pearson had pledged about 2 million shares as collateral for loans of $100 million, which was disclosed in its April 2014 proxy statement, Valeant said in a news release. Goldman Sachs required repayment of the loans and sold the shares in order to be able to repay them in full, the company said.

"It was not my desire that shares be sold now," Pearson said in the statement. "I have the complete confidence in Valeant's ability to move forward."

The loans were used for financing charitable contributions, purchasing Valeant shares, and meeting tax obligations related to vesting and payment of Valeant equity awards, among other things, the company said.

The charitable contributions included donations to Duke University and to help fund a community swimming pool, the release said. The 2014 proxy described the loan as being needed to meet tax obligations related to equity awards and said the company had allowed the move because of the expansive share ownership requirements applied to him.

That annual regulatory filing also introduced a so-called "anti-pledging" provision that prevented further loans to company directors, executives and employees using stock as collaterol. The company said in the filing it was committed to reducing the level of pledging generally and would only allow future pledges with approval from the board of directors.

Charles Elson, finance professor at the University of Delaware and director of the Weinberg Center for Corporate Governance, said such pledging arrangements are problematic and should not be allowed by the board.