First, a dissident shareholder launches a web site to write about undisclosed conflicts of interest involving Elan management, calls for ceo Kelly Martin to go and proposes his own board candidates (look here). Now, two dissident directors want to conduct their own audit of corporate governance issue and the beleaguered biotech had to race to court to obtain an injunction to stop them.

The latest dust-up involves Vaughn Bryson, a former Eli Lilly ceo, and Jack Schuler, a former president at Abbott Laboratories, who are both Elan board members and have hired the Bird Marella law firm to review corporate governance, notably the controversial deal last year between Elan and Johnson & Johnson involving Alzheimer’s drugs and research, particlarly bapineuzumab. The transaction quickly generated behind-the-scenes grumbling about the extent to which all of the terms were disclosed and, in fact, wound in up court, where Biogen successfully argued that a contract was breached over the Tysabri multiple sclerosis drug.

Now, the two directors are claiming that Elan failed to provide full disclosure about the deal. For its part, Elan had hired McKenna, Long & Aldridge to review the mess, and charges the separate probe would only undermine its own examination of corporate governance issues. The biotech also maintains the directors would breach corporate governance protocol themselves by going forward with their independent audit. Trying to muzzle independent board members, however, does not inspire much confidence. If Elan has nothing to hide, both board reviews should be allowed to proceed and results compared.

This is not the first time, by the way, that Schuler has gone public with criticism of Elan and, in particular, Martin. Two years ago, he sparked a public row over Martin’s management and spending (see background). In an effort to bring him into the fold, Elan granted him a seat on the board last year, but the maneuver has obviously not worked.