Howard B. Schiller, the former chief financial officer and a current board member of Valeant Pharmaceuticals International, refuses to leave quietly, and a quirk in the laws makes it likely that he will be around a bit longer.

Valeant’s board has accused him of “improper conduct” related to a pending Valeant accounting restatement. Mr. Schiller has stood his ground. He has not only denied the charges but has refused to resign from the Valeant board.

It makes for an uncomfortable situation at the struggling drug maker. But Valeant is stuck.

As you may recall, Valeant got a head start as part of the first wave of tax inversion deals in 2010, moving its place of incorporation from Delaware to British Columbia, Canada, through a merger with a rival drug maker. At the time, shareholders seemingly cheered this move to lower the company’s taxes. This advantage allowed Valeant to engage in a robust acquisitions strategy that doubled its size.

Unfortunately, shareholders did not appreciate that they were buying into a different governance system. In some respects, this is a not a significant issue for Valeant. The Canadian system is broadly more shareholder-friendly than the American one, limiting takeover defenses such as the poison pill, for example.