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power * * * in a manner consistent with the purpose and
requirements of this Order.
The order also stated, at section V, that,
Textron shall not exercise nor attempt to exercise
direction or control over, or influence or attempt to
influence directly or indirectly, the conduct of
Avdel’s business during the term of this Order. Avdel
shall be maintained as a separate corporate entity with
an independent Board of Directors. In no event shall
any director, officer, employee, agent or
representative of Textron become or remain a member of
Avdel’s Board of Directors or become or remain an
officer of Avdel. Nor may any director, officer,
employee, agent or representative of Avdel become or
remain a member of Textron’s Board of Directors or
become or remain an officer of Textron.
On March 13, 1989, Textron and Patricia P. Bailey (Ms.
Bailey) entered into an agreement (the voting trust agreement)
which created a voting trust (voting trust) with respect to the
Avdel shares, pursuant to the requirements of the order. The
voting trust agreement named Ms. Bailey, an attorney from
Washington, D.C., as trustee. Before serving as trustee, Ms.
Bailey had been a Commissioner of the FTC from October 1979
through May 1988.
Ms. Bailey understood that, in general, her role as trustee
was to ensure that Avdel remained financially healthy and
functioned independently of any control of Textron and as a
vigorous competitor of Textron. The voting trust agreement, at
section 3, directed Ms. Bailey to hold, personally or through an
agent, the certificates representing all shares of Avdel stock
acquired by Textron. She did so in her capacity as trustee and
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Last modified: May 25, 2011