Inside Elizabeth Holmes's Chilling Final
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Theranos As a Legal Ethics Case Study
Vanderbilt University Law School Scholarship@Vanderbilt Law Vanderbilt Law School Faculty Publications Faculty Scholarship 2021 How and Why Did It Go So Wrong?: Theranos as a Legal Ethics Case Study G. S. Hans Follow this and additional works at: https://scholarship.law.vanderbilt.edu/faculty-publications Part of the Legal Education Commons, and the Legal Ethics and Professional Responsibility Commons DATE DOWNLOADED: Mon May 24 12:25:08 2021 SOURCE: Content Downloaded from HeinOnline Citations: Bluebook 21st ed. G. S. Hans, How and Why Did It Go So Wrong?: Theranos as a Legal Ethics Case Study, 37 GA. St. U. L. REV. 427 (2021). ALWD 6th ed. Hans, G. G., How and why did it go so wrong?: Theranos as a legal ethics case study, 37(2) Ga. St. U. L. Rev. 427 (2021). APA 7th ed. Hans, G. G. (2021). How and why did it go so wrong?: Theranos as legal ethics case study. Georgia State University Law Review, 37(2), 427-470. Chicago 17th ed. G. S. Hans, "How and Why Did It Go So Wrong?: Theranos as a Legal Ethics Case Study," Georgia State University Law Review 37, no. 2 (Winter 2021): 427-470 McGill Guide 9th ed. G S Hans, "How and Why Did It Go So Wrong?: Theranos as a Legal Ethics Case Study" (2021) 37:2 Ga St U L Rev 427. AGLC 4th ed. G S Hans, 'How and Why Did It Go So Wrong?: Theranos as a Legal Ethics Case Study' (2021) 37(2) Georgia State University Law Review 427. MLA 8th ed. -
A Delaware Limited Partnership, : PFM HEALTHCARE
EFiled: Apr 11 2017 04:50PM EDT Transaction ID 60459576 Case No. 2017-0262-JTL IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE PARTNER INVESTMENTS, L.P., : a Delaware limited partnership, : PFM HEALTHCARE MASTER FUND, L.P., : a Cayman Islands limited partnership, and : PFM HEALTHCARE PRINCIPALS : FUND, L.P., a Delaware limited partnership, : : Plaintiffs, : v. : C.A. No. 2017-0262-JTL : THERANOS, INC., a Delaware corporation, : Original Version Filed: ELIZABETH HOLMES, : April 6, 2017 FABRIZIO BONANNI, : WILLIAM H. FOEGE, and : Redacted Public Version DANIEL J. WARMENHOVEN, : Filed: April 11, 2017 : Defendants. : VERIFIED COMPLAINT FOR INJUNCTIVE AND DECLARATORY RELIEF Plaintiffs Partner Investments, L.P. (“PIM”), PFM Healthcare Master Fund, L.P. (“HCMF”), and PFM Healthcare Principals Fund, L.P. (“HCP”) (collectively, “Plaintiffs” or “PFM”), by and through their attorneys, allege upon knowledge as to themselves and their own conduct, and otherwise upon information and belief, as follows: NATURE OF THE PROCEEDING 1. This action seeks declaratory and injunctive relief to, among other things, enjoin Defendants Theranos, Inc. (“Theranos” or the “Company”), Elizabeth Holmes (“Holmes”), Fabrizio Bonanni (“Bonanni”), William H. Foege (“Foege”), and Daniel J. Warmenhoven (“Warmenhoven”) (collectively, “Defendants”) from consummating a self-interested and coercive exchange offer that breaches their fiduciary duty of loyalty, constitutes corporate waste, and fails entire fairness review. 2. Through a string of repeated lies, misrepresentations, misleading statements, and omissions of material information, Theranos, Holmes, and former Chief Operating Officer and member of the Board of Directors Ramesh Balwani (“Balwani”) induced PFM to invest approximately $96.1 million in Theranos in February 2014. PFM became a holder of Series C-2 Preferred Stock in the Company, with a liquidation preference ahead of holders of the Company’s common stock and holders of the Company’s Series A and B Preferred Stock, and pari passu with the holders of Series C and C-1 Preferred Stock. -
The Effect of FOMO on Stakeholder Enrollment
The Effect of FOMO on Stakeholder Enrollment Susan L. Young, PhD Kennesaw State University Kennesaw, GA Ph: 470-578-4536 [email protected] Birton Cowden, PhD Kennesaw State University Kennesaw, GA Ph: 470-578-36781 [email protected] 1 The Effect of FOMO on Stakeholder Enrollment Abstract Stakeholder theory suggests dishonest ventures would struggle with stakeholder enrollment, limiting resource access and ultimately failing. Yet cases exist where amoral entrepreneurs do enroll stakeholders through deceit. We propose “fear of missing out” on an opportunity facilitates enrollment by encouraging stakeholder acceptance of information asymmetry. To illustrate we use exemplar Theranos: a biotech firm which convinced stakeholders it would revolutionize healthcare, rising to a $10 billion valuation through 15 years of sustained deceit. We contribute to theory by demonstrating the dark side of stakeholder enrollment, where opportunism increases venture power over stakeholders, and deceit can endure long past start up. Keywords: stakeholder theory, stakeholder enrollment, entrepreneurial deceit, fear of missing out, legitimacy 2 The Effect of FOMO on Stakeholder Enrollment “Theranos had demonstrated a commitment to investing in and developing technologies that can make a difference in people’s lives, including for the severely wounded and ill. I had quickly seen tremendous potential in the technologies Theranos develops, and I have the greatest respect for the company’s mission and integrity.” (Johnson, 2015) — 4-star General Jim Mattis, U.S. Marine Corps, Retired U.S. Secretary of Defense, 2017-2019 The Securities and Exchange Commission today charged Silicon Valley-based private company Theranos Inc., its founder and CEO Elizabeth Holmes, and its former President Ramesh “Sunny” Balwani with raising more than $700 million from investors through an elaborate, years-long fraud in which they exaggerated or made false statements about the company’s technology, business, and financial performance. -
AGAINST Continuing Edison Research
The Eight Edison Debate 2 Peyton Chiotti• Miranda Vanlith Thomas Rolfs • Claire Johnson Position: AGAINST continuing Edison research. Perspective: (Elizabeth) HOLMES' INTERESTS Strategy: Discontinuing Edison, redirecting Holmes’ career so she can start paying debts instead of prison. Background ● In the last days of Theranos, December 2017 Theranos was forced to mortgage all of their assets to an investment group called fortress investment group for a 100M$ loan. ● One of the main conditions of the loan agreement was that Theranos was to produce audited financial statements. According to Phillipe, they had not done so since 2009. ● Over 700M$ was given to Theranos between 2015 and 2013. Not one of the investors had ever asked for financial audits. ● In the spring of 2018, Theranos received the final audit, forcing them to disclose that they didn't have enough money to continue any further research. ● On March 14, 2018, the SEC filed charges against Theranos, Elizabeth Holmes (CEO), and Ramesh Balwani (COO). The SEC claimed that Theranos had been lying when they said that they were conducting blood tests on The Edison. ● Theranos and Holmes settled immediately. Holmes was stripped of voting control of Theranos, could not become a director of any company for 10 years and she was fined 500K$ ● After battling multiple charges, she and Balwani stand trial in summer 2020 for 11 accounts of wire fraud totaling over 100 million ● Character of circumstances ○ Concerns that matter the most ■ Holmes has proven she cannot be trusted to run a company by enacting several accounts of fraud and deception. ■ Her intentions of creating a device that could provide affordable in-home blood testing were whole, however, her means of creating such a device were flawed. -
Debates9 963919 9878034 Final Group Paper
Group 9 Against Edison- Potential Patients Kendall Travis, Charles Goff, Jenna Lang, Isaiah Watts Position: Against Edison Perspective: Potential Patients Strategy: Against Edison- Potential Patients Background As appealing as Theranos’s low prices are for blood testing, the cost of that is results that are far from the truth. The lab technicians who work at Theranos have little faith in the tests that they do. They feel criminal, uncertain, and concerned enough to the point where they would never do a test there or allow a family member to. For anyone to work there, non-disclosure agreements have to be signed. Clearly the company is hiding something. And for the many workers who have quit Theranos, they have spoken up about how defective everything is there, knowing it would result in the harassment and hounding from Theranos’s team of lawyers and higher up individuals, a price they were willing to pay to warn potential patients like us. The life-changing effects of Theranos’s work have all been anecdotal claims from Elizabeth Holmes, her work is discovered in isolation, and also her work is impossible to achieve with a single drop of blood according to medical experts. All of these are signs of bogus science that can be tied to Theranos. The list of concerns we have compiled comes from watching The Inventor: Out for Blood in Silicon Valley on HBO. The documentary alone has made it easy for us, as potential patients, to see that Theranos is a fraudulent and unfit company that is unethical for any patient to go to. -
A Work Project Presented As Part of the Requirements for the Award of a Master’S Degree In
A Work Project presented as part of the requirements for the Award of a Master’s degree in Finance from the Nova School of Business and Economics. THERANOS: BETTING ON BLOOD DIOGO JESUS NETO Work project carried out under the supervision of: Paulo Pinho 06-01-2020 Abstract Theranos was a Silicon Valley start-up founded by Elizabeth Holmes in 2003. Holmes claimed to have developed a new blood-testing device that had the potential to revolutionize the healthcare industry. She established partnerships with Walgreens and Safeway to make her technology available nationwide. She also secured a prestigious board of directors and an equally impressive investor base that raised over $700 million at a peak valuation of $9 billion. However, an investigation by The Wall Street Journal revealed the company had misled investors and endangered patients’ lives. In 2018, Theranos collapsed after years of battling lawsuits and federal charges. Keywords: Theranos, Corporate Governance, Fundraising, Due Diligence This work used infrastructure and resources funded by Fundação para a Ciência e a Tecnologia (UID/ECO/00124/2013, UID/ECO/00124/2019 and Social Sciences DataLab, Project 22209), POR Lisboa (LISBOA-01-0145-FEDER-007722 and Social Sciences DataLab, Project 22209) and POR Norte (Social Sciences DataLab, Project 22209). 1 Theranos: Betting on Blood “One of the most epic failures in corporate governance in the annals of American capitalism”. - John Carreyrou1 On June 28, 2019, a crowd of journalists awaited Elizabeth Holmes at the door of the San Jose Federal Court in California for a pre-trial hearing2. She was accused of engaging in a multi-million- dollar scheme to defraud investors, doctors, and patients alongside her former partner, Ramesh “Sunny” Balwani. -
Theranos' Bad Blood
Theranos’ Bad Blood In 2003, Stanford University student Elizabeth Holmes founded the health care company Theranos. The goal of the company was to revolutionize health care. Beginning with the goal of creating a patch to deliver drugs, the company instead shifted focus to developing a simple and effective method for blood diagnosis. Holmes dropped out of Stanford and began raising millions of dollars in funding. The company claimed that its technology could offer over 240 tests from just a prick of the finger. Test results could be delivered to a patient’s phone in hours, and a single test would cost less than half of the reimbursement rate of Medicare and Medicaid. Blood could be diagnosed easily without the need for many vials of blood drawn from patients’ veins or expensive lab work. By 2014, the company was valued at $9 billion, of which Holmes held a majority stake. Many investors backed the company based on the promise of the technology. Holmes received glowing profiles in news magazines, was featured on television shows, and presented keynote addresses at tech conferences. But the excitement of investors and the promise of the technology did not translate into success. Operating largely in a cloak of secrecy, the company could never validate its claims about its blood sampling technology, and many of its lab results went unchecked. In 2015, journalist John Carreyrou investigated the company for an article in The Wall Street Journal. He disclosed problems in the company’s equipment and testing methods. He found that the company did not even use its own technology in tests and often relied on older technology from other companies. -
Private Company Lies
Private Company Lies ELIZABETH POLLMAN* Rule 10b±5's antifraud catchall has been called one of the most conse- quential pieces of American administrative law and one of the most highly developed areas of judicially created federal law. Although the Rule broadly prohibits securities fraud in both public and private com- pany stock, the vast majority of jurisprudence, and the voluminous aca- demic literature that accompanies it, has developed through a public company lens. This Article illuminates how the explosive growth of private markets has left huge portions of U.S. capital markets with relatively light secur- ities fraud scrutiny and enforcement. Some of the largest private compa- nies by valuation grow in an environment of extreme information asymmetry and with the pressure, opportunity, and rationalizing culture that can foster misconduct and deception. Many investors in the private markets are sophisticated and can bear high levels of risk and signi®cant losses from securities fraud. It is increasingly evident, however, that pri- vate company lies can harm a broader range of shareholders and stake- holders as well as the ef®ciency of allocating billions of dollars for innovation and new business. In response to this underappreciated prob- lem, this Article explores a range of mechanisms to improve accountabil- ity in the private markets and ultimately argues for greater public oversight and enforcement. TABLE OF CONTENTS INTRODUCTION ..................................................... 354 I. THE DEVELOPMENT OF RULE 10B±5 IN A -
Rebecca Jarvis, AB ‘03
T H E U N I V E R S I T Y O F C H I C AG O | T h e C o l l e g e CLASS DAY 2 0 1 9 J U N E 14 PRESENTED BY: Rebecca Jarvis, AB ‘03 Hello class of 2019. Congratulations! I have good news and bad news. The bad news is that I’m not here to pay off your student loans. The good news is that I’m confident at least one of you out there today, will be able to make good on that class gift in the not so distant future. Thank you, Dean Boyer and Dean Ellison for the invitation to speak today. Thank you students for having me here to share in your class day celebrations! It is such an honor to be here with all of you. I graduated from the University of Chicago in 2003 with a degree in law, letters & society and economics. This campus is where i had some of the greatest debates of my life. Where my own assumptions and views were challenged daily. Where I learned how not what to think – truly one of the greatest gifts of a UChicago education. It’s also where I met my husband and made lifelong friends. But 16 years ago, sitting where you are, I still had so many questions. I was free! I was going to do big things. But how exactly would I do those big things? So I come here today with five hopefully valuable lessons, some more hard won than others, that I’ve learned on my post-UChicago journey. -
The Bleeding Edge: Theranos and the Growing Risk of an Unregulated Private Securities Market
University of Miami Business Law Review Volume 28 Issue 2 Article 8 September 2020 The Bleeding Edge: Theranos and the Growing Risk of an Unregulated Private Securities Market Theodore O'Brien Follow this and additional works at: https://repository.law.miami.edu/umblr Part of the Business Organizations Law Commons, and the Securities Law Commons Recommended Citation Theodore O'Brien, The Bleeding Edge: Theranos and the Growing Risk of an Unregulated Private Securities Market, 28 U. Miami Bus. L. Rev. 404 (2020) Available at: https://repository.law.miami.edu/umblr/vol28/iss2/8 This Comment is brought to you for free and open access by the Journals at University of Miami School of Law Institutional Repository. It has been accepted for inclusion in University of Miami Business Law Review by an authorized editor of University of Miami School of Law Institutional Repository. For more information, please contact [email protected]. The Bleeding Edge: Theranos and the Growing Risk of an Unregulated Private Securities Market Theodore O’Brien* America’s securities laws and regulations, most of which were created in the early twentieth century, are increasingly irrelevant to the most dynamic emerging companies. Today, companies with sufficient investor interest can raise ample capital through private and exempt offerings, all while eschewing the public exchanges and the associated burdens of the initial public offering, public disclosures, and regulatory scrutiny. Airbnb, Inc., for example, quickly tapped private investors for $1 billion in April of 2020,1 adding to the estimated $4.4 billion the company had previously raised.2 The fundamental shift from public to private companies is evidenced by the so-called “unicorns,” the more than 400 private companies valued at more than $1 billion. -
ELIZABETH HOLMES and THERANOS, INC. 19 Defendants
1 JINA L. CHOI (NY Bar No. 2699718) ERIN E. SCHNEIDER (Cal. Bar No. 216114) 2 [email protected] MONIQUE C. WINKLER (Cal. Bar No. 213031) 3 [email protected] JASON M. HABERMEYER (Cal. Bar No. 226607) 4 [email protected] MARC D. KATZ (Cal. Bar No. 189534) 5 [email protected] JESSICA W. CHAN (Cal. Bar No. 247669) 6 [email protected] RAHUL KOLHATKAR (Cal. Bar No. 261781) 7 [email protected] 8 Attorneys for Plaintiff SECURITIES AND EXCHANGE COMMISSION 9 44 Montgomery Street, Suite 2800 San Francisco, CA 94104 10 (415) 705-2500 11 UNITED STATES DISTRICT COURT 12 NORTHERN DISTRICT OF CALIFORNIA 13 SAN JOSE DIVISION 14 15 SECURITIES AND EXCHANGE COMMISSION, Case No. 16 Plaintiff, 17 COMPLAINT vs. 18 ELIZABETH HOLMES and THERANOS, INC. 19 Defendants. 20 21 22 Plaintiff Securities and Exchange Commission (the “Commission”) alleges: 23 SUMMARY OF THE ACTION 24 1. This case involves the fraudulent offer and sale of securities by Theranos, Inc. 25 (“Theranos”), a California company that aimed to revolutionize the diagnostics industry, its 26 Chairman and Chief Executive Officer Elizabeth Holmes, and its former President and Chief 27 Operating Officer, Ramesh “Sunny” Balwani. The Commission has filed a separate action 28 against Balwani. COMPLAINT SECURITIES AND EXCHANGE COMMISSION SEC V .HOLMES, ET AL. -1- 44 MONTGOMERY STREET, SUITE 2800 SAN FRANCISCO, CA 94104 ǁ (415) 705-2500 1 2. Holmes, Balwani, and Theranos raised more than $700 million from late 2013 to 2 2015 while deceiving investors by making it appear as if Theranos had successfully developed a 3 commercially-ready portable blood analyzer that could perform a full range of laboratory tests 4 from a small sample of blood. -
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Steve W. Berman (Pro Hac Vice) Craig R. Spiegel (SBN
Case 4:14-md-02541-CW Document 1169-3 Filed 03/26/19 Page 1 of 174 1 Steve W. Berman (pro hac vice) Jeffrey L. Kessler (pro hac vice) Craig R. Spiegel (SBN 122000) David G. Feher (pro hac vice) 2 Emilee N. Sisco (pro hac vice) David L. Greenspan (pro hac vice) HAGENS BERMAN SOBOL SHAPIRO LLP Joseph A. Litman (pro hac vice) 3 1918 Eighth Avenue, Suite 3300 WINSTON & STRAWN LLP Seattle, WA 98101 200 Park Avenue 4 Telephone: (206) 623-7292 New York, NY 10166-4193 Facsimile: (206) 623-0594 Telephone: (212) 294-6700 5 [email protected] Facsimile: (212) 294-4700 [email protected] [email protected] 6 [email protected] [email protected] [email protected] 7 Jeff D. Friedman (SBN 173886) [email protected] HAGENS BERMAN SOBOL SHAPIRO LLP 8 715 Hearst Avenue, Suite 202 Sean D. Meenan (SBN 260466) Berkeley, CA 94710 Jeanifer E. Parsigian (SBN 289001) 9 Telephone: (510) 725-3000 WINSTON & STRAWN LLP Facsimile: (510) 725-3001 101 California Street 10 [email protected] San Francisco, CA 94111 Telephone: (415) 591-1000 11 Bruce L. Simon (SBN 96241) Facsimile: (415) 591-1400 Benjamin E. Shiftan (SBN 265767) [email protected] 12 PEARSON, SIMON & WARSHAW, LLP [email protected] 44 Montgomery Street, Suite 2450 13 San Francisco, CA 94104 Class Counsel for Jenkins and Consolidated Telephone: (415) 433-9000 Action Plaintiffs 14 Facsimile: (415) 433-9008 [email protected] 15 [email protected] 16 Class Counsel for Jenkins and Consolidated Action Plaintiffs 17 18 UNITED STATES DISTRICT COURT 19 NORTHERN DISTRICT OF CALIFORNIA 20 OAKLAND DIVISION 21 IN RE: NATIONAL COLLEGIATE ATHLETIC Case No.