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Allergan Poison Pill Doc

Allergan Poison Pill Doc

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Published by calibrateconfidence
Allergan Poison Pill Doc
Allergan Poison Pill Doc

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Published by: calibrateconfidence on Apr 23, 2014
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08/11/2014

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UNIT.ED STATES
SECURITIES AND
EXCHANGE
COMMISSION
WASHINGTON,
D.C.
20549
DIVISION
OF
CORPOR TION
FIN NCE
November19,2012MatthewJ.Maletta Allergan,Inc. maletta_matthew@allergan.com Re: Allergan,Inc. IncomingletterdatedNovember14,2012 DearMr.Maletta:ThisisinresponsetoyourletterdatedNovember14,2012concerningtheshareholderproposalsubmittedtoAllerganbyJohnChevedden.Copies
of
all
ofthe
correspondenceonwhichthisresponseisbasedwillbemadeavailableonourwebsiteathttp://www.sec.gov/divisions/corpfin/cf-noaction/14a-8.shtml.Foryourreference,abriefdiscussion
of
theDivision'sinformalproceduresregardingshareholderproposalsisalsoavailableatthesamewebsiteaddress.Sincerely,
TedYu
SeniorSpecialCounselEnclosurecc: JohnChevedden
***FISMA OMB Memorandum M-07-16***
 
November 19, 2012
Response
o
the Office
o
hief ounsel Division
o
orporation Finance
Re: Allergan, Inc. Incoming letter dated November 14, 2012 The proposal requests that the board ''undertake such steps as may
be
necessary to permit written consent
by
shareholders entitled to cast the minimum number
of
votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting." We are unable to concur in your view that Allergan may exclude portions
of
the supporting statement under rule 14a-8(i)(3). We are unable to conclude that you have demonstrated objectively that the portions
of
the supporting statement you reference are materially false or misleading. Accordingly, we do not believe that Allergan may omit portions
of
the supporting statement from its proxy materials in reliance on rule 14a-8(i)(3). Sincerely,
edYu
Senior Special Counsel
 
DIVISION
O
CORPORATION FINANCE INFORMAL PROCEDURES REGARDING SHAREHOLDER PROPOSALS
The Division
of
Corporation Finance believes_that its responsibility
witP
respect to matters arising under Rule 14a-8 [17 CFR240.14a.,.8], as with other rriatters under the proxy rules, is to aid those who tnust comply With the rule by offering informal advice and suggestions and to determine, initially, whether
or
not it may be appropriate in a particular matter
to_
recommend enforcement action to the Commission. In connection with a shareholder proposal
~ er
Rule l4a-8, the Division s
staff
considers the information furnished
to
it by the Company in support
of
its intention to exclude the proposals from the Company s proxy materials,
a >
well as
ru y
information furnished by the proponent
or
the proponent s representative. . Although Rule l4a-8(k) does not require any commmucations from shareholders to the Collll llission s staff, the
staff
will always consider information concerning alleged violations
of
the statutes administered by the Commission, including argument as to whether
or
not activities proposed to be taken would be violative
of
the statute
or
nile involved. The receipt by the
staff
of
such information; however, should not be construed as changing the staff s informal procedures
and
proxy review into a formal
or
adversary procedure.
t
is important to note
thatthe
staff s and. Commission s no-action responses to Rule 14a-8G) submissions reflect only infom1al views. The determinations reached in these noaction letters do not and cannot adjudicate
the
merits
of
a company s position with respect to the proposal. Only
a
court such
a S
a U.S. District Court can decide whether a company is obligated
to
include shareholder proposals in its proxy materials. Accordingly a discretionary · determination not to recommend
or
.take Commission enforcement action, does not preclude a proponent,
or
any shareholder
of
a company, from pursuing any rights he
or
she may have against the company in court, should the management omit the proposal from the company s proxy materiaL

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