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DEFENDANTS’ JOINT OPPOSITION TO PLAINTIFFS’ MOTION TO EXPEDITE
Mark Holscher (SBN 139582)
mark.holscher@kirkland.com
Michael Shipley (SBN 233674)
Michael.shipley@kirkland.com
KIRKLAND & ELLIS LLP
333 South Hope Street
Los Angeles, California 90071
Telephone: (213) 680-8400
Facsimile: (213) 680-8500

Jay P. Lefkowitz (pro hac vice)
lefkowitz@kirkland.com
John P. Del Monaco (pro hac vice)
jdelmonaco@kirkland.com
Danielle Sassoon (pro hac vice)
dsassoon@kirkland.com
KIRKLAND & ELLIS LLP
601 Lexington Avenue
New York, New York 10022-4611
Telephone: (212) 446-4800
Facsimile: (212) 446-4900

Attorneys for Defendants Pershing
Square Capital Management, L.P.; PS
Management GP, LLC; PS Fund 1,
LLC; and William Ackman

[Additional counsel on signature page]


UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
SOUTHERN DIVISION – SANTA ANA

ALLERGAN, INC., et al.,

Plaintiffs,

v.

VALEANT PHARMACEUTICALS,
INTERNATIONAL, INC. et al.,
Defendants.
)
)
)
)
)
)
)
)
)
)
Case No.: 8:14-cv-01214-DOC-(ANx)

Honorable David O. Carter
DEFENDANTS’ JOINT
OPPOSITION TO PLAINTIFFS’
MOTION TO EXPEDITE

Hearing Date: August 20, 2014
Time: 8:30 a.m.
Courtroom: 9D
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-i-
DEFENDANTS’ JOINT OPPOSITION TO PLAINTIFFS’ MOTION TO EXPEDITE
TABLE OF CONTENTS
Page
I. INTRODUCTION ................................................................................................ 1
II. FACTUAL AND PROCEDURAL BACKGROUND ......................................... 3
III. ALLERGAN’S MOTION SHOULD BE DENIED ............................................ 6
A. The Available Mechanism for Allergan to Obtain Expedited Relief Is to
Move for a Preliminary Injunction. ........................................................... 6
B. Allergan Is Not Entitled To Expedition Under Rule 57. ......................... 10
1. The Complaint Does Not Plead a Declaratory Judgment Action. . 10
2. This Case Does Not Merit Expedition Under Rule 57 or the
Court’s Inherent Authority to Control Its Docket. ........................ 14

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DEFENDANTS’ JOINT OPPOSITION TO PLAINTIFFS’ MOTION TO EXPEDITE
TABLE OF AUTHORITIES
Page(s)
Cases
Aetna Cas. & Sur. Co. v. Merritt,
974 F.2d 1196 (9th Cir. 1992) ............................................................................ 11
Anderson v. Pictorial Prods., Inc.,
232 F. Supp. 181 (S.D.N.Y. 1964) ..................................................................... 16
Apache Corp. v. Chevedden,
No. 4:12-cv-00137-LHR (S.D. Tex. Feb. 3, 2012) ............................................ 13
Bauman v. U.S. Dist. Ct.,
557 F.2d 650 (9th Cir. 1977) .............................................................................. 15
Beacon Looms, Inc. v. S. Lichtenberg & Co., Inc.,
552 F. Supp. 1305 (S.D.N.Y. 1982) ................................................................... 13
Biodiversity Legal Found. v. Badgley,
309 F.3d 1166 (9th Cir. 2002) ............................................................................ 10
Brody v. Transitional Hosps. Corp.,
280 F.3d 997 (9th Cir. 2002) ................................................................................ 9
Chamberlain v. Allstate Ins. Co.,
931 F.2d 1361 (9th Cir. 1991) ............................................................................ 16
Channel Four Television Co. Ltd. v. Wildmon,
1992 WL 114516 (S.D.N.Y. May 6, 1992) ........................................................ 15
CNW Corp. v. Japonica Partners, L.P.,
776 F. Supp. 864 (D. Del. 1990). ....................................................................... 12
Diamond Offshore Co. v. A&B Builders, Inc.,
302 F.3d 531 (5th Cir. 2002) .............................................................................. 14
Express Scripts Holding Co. v. Chevedden,
No. 4:13-cv-02520-JAR (E.D. Mo. Jan. 3, 2014) .............................................. 13
Flores v. EMC Mortg. Co.,
--- F. Supp. 2d ---, 2014 WL 641097 (E.D. Cal. Feb. 18, 2014)........................ 12
GEM Acquisitionco, LLC v. Sorenson Grp. Holdings, LLC,
2009 WL 3246747 (N.D. Cal. 2009) ............................................................ 15, 16
Grand Isle Shipyard, Inc. v. Seacor Marine, LLC,
589 F.3d 778 (5th Cir. 2009) .............................................................................. 14
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-ii-
DEFENDANTS’ JOINT OPPOSITION TO PLAINTIFFS’ MOTION TO EXPEDITE
Hasbro Bradley, Inc. v. Sparkle Toys, Inc.,
780 F.2d 189 (2d Cir. 1985) ............................................................................... 13
Klungvedt v. Unum Grp.,
2012 WL 2368623 (D. Ariz. June 21, 2012) ...................................................... 14
Krauth v. Exec. Telecard, Ltd.,
890 F. Supp. 269 (S.D.N.Y. 1995) ....................................................................... 8
Leu v. Int’l Boundary Comm’n,
605 F.3d 693 (9th Cir. 2010) .............................................................................. 12
Mission Power Eng’g Co. v. Cont’l Cas. Co.,
883 F. Supp. 488 (C.D. Cal. 1995) ............................................................... 15, 16
Neuberger Berman Real Estate Income Fund, Inc. v. Lola Brown Trust,
342 F. Supp. 2d 371 (D. Md. 2004) ................................................................... 13
Newdow v. Roberts,
603 F.3d 1002 (D.C. Cir. 2010) ........................................................................... 8
Notaro v. Koch,
95 F.R.D. 403 (S.D.N.Y. 1982) .......................................................................... 15
Pac. Realty Trust v. APC Inv., Inc.,
685 F.2d 1083 (9th Cir. 1982) .............................................................................. 8
Pincay v. Andrews,
389 F.3d 853 (9th Cir. 2004) .............................................................................. 15
Prof’l Programs Grp. v. Dep’t of Commerce,
29 F.3d 1349 (9th Cir. 1994) .............................................................................. 16
Rondeau v. Mosinee Paper Corp.,
422 U.S. 49 (1975) ............................................................................................... 8
Seattle Audubon Soc’y v. Moseley,
80 F.3d 1401 (9th Cir. 1996) .................................................................. 11, 13, 14
Shell Oil Co. v. Frusetta,
290 F.2d 689 (9th Cir. 1961) .............................................................................. 10
Sierra Foothills Pub. Util. Dist. v. Clarendon Am. Ins. Co.,
2005 WL 2089832 (E.D. Cal. Aug. 29, 2005) ................................................... 13
Societe de Conditionnement en Aluminium v. Hunter Eng’g Co.,
655 F.2d 938 (9th Cir. 1981) .............................................................................. 11
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DEFENDANTS’ JOINT OPPOSITION TO PLAINTIFFS’ MOTION TO EXPEDITE
Southwind Aviation, Inc. v. Bergen Aviation, Inc.,
23 F.3d 948 (5th Cir. 1994) ................................................................................ 14
StreamCast Networks, Inc. v. IBIS LLC,
2006 WL 5720345 (C.D. Cal. May 2, 2006) ...................................................... 13
Temp-Resisto Corp. v. Glatt,
18 F.R.D. 148 (D.N.J. 1955) .............................................................................. 13
Tri-State Generation & Transmission Ass’n, Inc. v. BNSF Ry. Co.,
2008 WL 2465407 (D. Ariz. June 17, 2008) ...................................................... 13
Turner Indus. Grp., LLC v. Int’l Union of Operating Eng’rs, Local 450,
2013 WL 2147515 (S.D. Tex. May 10, 2013). .................................................. 16
U.S. Philips Corp. v. KBC Bank N.V.,
590 F.3d 1091 (9th Cir. 2010) .............................................................................. 8
United States v. Stein,
452 F. Supp. 2d 230 (S.D.N.Y. 2006) ................................................................ 15
United States v. Washington,
759 F.2d 1353 (9th Cir. 1985) .............................................................................. 3
Wilton v. Seven Falls Co.,
515 U.S. 277 (1995) ........................................................................................... 15
Statutes
15 U.S.C. § 78j ................................................................................................................ 9
15 U.S.C. § 78m .................................................................................................... 5, 7, 12
15 U.S.C. § 78n ............................................................................................. 5, 7, 8, 9, 12
15 U.S.C. §§ 78t-1 ...................................................................................................... 5, 7
Regulations
17 C.F.R. § 240.13d-1 ..................................................................................................... 7
17 C.F.R. § 240.13d-101 ................................................................................................. 7
17 C.F.R. § 240.14a-9 ................................................................................................. 5, 7
17 C.F.R. § 240.14e-3 ........................................................................................... 6, 7, 11


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DEFENDANTS’ JOINT OPPOSITION TO PLAINTIFFS’ MOTION TO EXPEDITE
Other Authorities
10B Charles A. Wright, et al., Federal Practice & Procedure § 2768 (2014 online ed.)
............................................................................................................................ 17
Allergan Bylaws Art. II §§ 3(b)(1) & 3(B)(5) ................................................................ 7
Rules
Fed. R. Civ. P. 57 .......................................................................................................... 10
C.D. Cal. L. R. 7-6 ........................................................................................................ 17
C.D. Cal. L. R. 7-9 ........................................................................................................ 17
C.D. Cal. L. R. 16-2 ...................................................................................................... 17
C.D. Cal. L. R. 16-4 ...................................................................................................... 17
C.D. Cal. L. R. 16-5 ...................................................................................................... 17
C.D. Cal. L. R. 16-7 ...................................................................................................... 17
C.D. Cal. L. R. 37-1 ...................................................................................................... 17
C.D. Cal. L. R. 37-2 ...................................................................................................... 17
C.D. Cal. L. R. 52-1 ...................................................................................................... 17


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DEFENDANTS’ JOINT OPPOSITION TO PLAINTIFFS’ MOTION TO EXPEDITE
I. INTRODUCTION
Despite filing an ostensible request to expedite this case, Allergan’s actual
purpose is to delay an anticipated dispute in Delaware regarding the occurrence and
timing of a special meeting of Allergan shareholders that Defendants are seeking to
convene. In letters about this case that Allergan has sent to Chancellor Bouchard of
the Delaware Court of Chancery, Allergan has suggested the Chancellor should refuse
to compel Allergan’s Board of Directors to call a special meeting of Allergan’s
shareholders until after this Court first decides the (meritless) claims in this case.
Allergan’s motion to expedite this case is based on the same faulty premise. But there
is no need for the Delaware Court to wait for this Court’s ruling—if and when
litigation commences in Delaware, it will concern whether Allergan’s board is
required to call a special meeting under Allergan’s bylaws and Delaware law, which
are issues of state law that can be fully adjudicated in Delaware. There is no law or
logic to support Allergan’s attempt to enlist this Court to issue advisory declarations
of federal law so that Allergan can then seek a remedy in Delaware state court.
To this Court, Allergan asserts that it “is committed to the shareholder
franchise” and “does not want unnecessarily to delay” a special meeting at which the
shareholders can decide for themselves whether to remove directors of Allergan who
oppose a transaction with Valeant.
Both of the leading independent shareholder advisor firms, however, have
concluded that Allergan’s assertions are false. Both firms have strongly criticized
Allergan’s attempts to prevent its shareholders from voting at a special meeting. Glass
Lewis & Co. found that Allergan has engaged in “obstructive” behavior “more
indicative of a board concerned with entrenching its position than seeking to enhance
shareholder value.” ISS Proxy Advisory Services critiqued the onerous bylaws
adopted by the board that shareholders must satisfy to call a special meeting and
advised shareholders to “keep a weather eye on whether the board acts in the spirit of
good governance … or instead engages in additional delaying tactics.”
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DEFENDANTS’ JOINT OPPOSITION TO PLAINTIFFS’ MOTION TO EXPEDITE
Allergan says that it seeks expedition, but has acted for delay:
• Allergan complains about alleged misstatements in Defendants’ disclosures that
were filed publicly with the Securities and Exchange Commission (SEC) on April
21, 2014, yet Allergan waited until August 1, 2014 to file suit, together with a
request for expedition seeking a schedule timed to coincide with Defendants’
cessation of the solicited requests for a special meeting; and
• Allergan complains that the Defendants’ disclosures should be corrected before the
shareholder meeting occurs, yet Allergan has failed to file a motion for any
preliminary injunction.
Instead of taking Defendants up on their repeated invitations to move as quickly
as possible in connection with a preliminary injunction motion—which is the proper
procedural course here—Allergan has chosen to manufacture the appearance that it
seeks expedition, while sidestepping the demanding preliminary injunction standard
that applies to other litigants. Allergan’s refusal to agree to a schedule for a
preliminary injunction itself renders dubious its purported desire for expedition, and
its proposed schedule reveals its actual desire to jam Defendants and the Court. The
schedule that Allergan has proposed is impractical (e.g., pretrial filings would occur
weeks before the summary judgment motions are decided), indefensibly one-sided
(e.g., shortening the time for summary judgment and giving the Court only three days
to review all of the voluminous summary judgment pleadings, yet giving itself an
additional week to file its opposition), and would prejudice Defendants by jettisoning
the federal and local rules.
Allergan’s motion for expedited proceedings before a full trial should be denied
for three principal reasons. First, if Allergan wanted to move quickly, it could and
should have filed a motion for preliminary injunction long ago.
Second, Allergan seeks no substantive final relief here, but instead seeks to
deputize this Court to issue an interlocutory ruling that Defendants’ historical,
completed conduct violated federal law, so that Allergan may then seek relief thereon
3,000 miles away in a Delaware state court. This is not a declaration of rights to which
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DEFENDANTS’ JOINT OPPOSITION TO PLAINTIFFS’ MOTION TO EXPEDITE
Rule 57 applies. As the Ninth Circuit has explained, “[d]eclaratory relief should be
denied when it will neither serve a useful purpose in clarifying and settling the legal
relations in issue nor terminate the proceedings and afford relief from the uncertainty
and controversy faced by the parties.” United States v. Washington, 759 F.2d 1353,
1356–57 (9th Cir. 1985) (en banc). If Allergan can claim it is entitled to expedited
proceedings for “declaratory relief” just because it seeks a ruling that Defendants’ past
actions violated the law, then every plaintiff could ignore the Federal Rules of Civil
Procedure and this District’s local rules by simply omitting (or, as here, just ignoring)
a damage claim from its complaint.
Third, even if Rule 57 applied, Allergan has failed to justify expedited
treatment. Allergan’s own delay demonstrates the lack of actual urgency. Allergan has
not and cannot explain how its proposal would avoid trampling the Defendants’ due
process rights or accommodate their counterclaims into a single trial. While
Defendants are prepared to engage in an expedited manner in compliance with
applicable rules, Defendants respectfully request that the Court deny Allergan’s
request to dispense with those rules in some “Rule 57 proceeding.”
II. FACTUAL AND PROCEDURAL BACKGROUND
1

The parties in this case are engaged in a proxy contest, where Valeant and
Pershing Square are trying to cause Allergan’s board and/or shareholders to consider a
proposal for Allergan to merge with Valeant. As part of the process, Allergan and
Valeant formed a joint venture called PS Fund 1, LLC (“PS Fund 1”) which has
acquired a 9.7 percent stake in Allergan, making it Allergan’s largest shareholder.
Under the terms of Valeant’s last proposal, Allergan’s shareholders would
receive consideration in cash and Valeant shares with a combined value that, as of the

1
References to “Ex.” are to the exhibits to the Declaration of Michael Shipley in
Support of Defendants’ Joint Opposition to Plaintiffs’ Motion to Expedite, submitted
concurrently herewith. References to “¶” are to the paragraphs of Allergan’s
Complaint, Dkt. No. 1, filed on August 1, 2014.
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DEFENDANTS’ JOINT OPPOSITION TO PLAINTIFFS’ MOTION TO EXPEDITE
date of the offer, reflected a 55 percent (or $19 billion) premium above the market
value of Allergan stock prior to the Valeant transaction. Allergan’s board, however,
has refused to negotiate and done everything possible to block its shareholders from
considering the proposal, including filing this lawsuit.
In response to the Allergan board’s obstructionism, PS Fund 1 has solicited
proxies from Allergan’s shareholders calling for a special meeting of Allergan’s
shareholders. Allergan’s actions suggest that it believes holders of the requisite 25
percent of its outstanding shares necessary to call a special meeting will submit
written requests in the near future. At the meeting, the shareholders will be called
upon to vote on several resolutions. These include a non-binding resolution asking the
board to negotiate with Valeant regarding a potential acquisition, without prejudice to
consideration of any other offer or course of action, as well as resolutions to remove
and replace six members of Allergan’s board, and to simplify Allergan’s onerous
bylaws governing requests for shareholder meetings.
Very recently, the two major shareholder advisory firms issued scathing reports
recommending that shareholders submit requests for this meeting, practically mocking
Allergan’s lack of attention to the rights of its shareholders. Regarding Allergan’s
board-adopted bylaws for calling a special meeting, ISS Proxy Advisory Services
explained that “there is little credible reason to believe the Allergan board has in any
meaningful way struck an appropriate balance between the ability of shareholders to
exercise their governance rights and the risk some shareholder might somehow abuse
those rights.” Ex. 1 at 12. It added that the “Allergan bylaws are far more restrictive
than any of the comparator companies the board apparently reviewed, with no
discernable advantage for Allergan shareholders. . . . . The risk from which these
bylaws ‘protect’ shareholders, to put it bluntly, is the risk that they will be treated as
owners, and asked to make serious and important decisions about the future of their
company.” Id. at 10-11.
A few days earlier, Glass Lewis & Co. issued its own report, noting that
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DEFENDANTS’ JOINT OPPOSITION TO PLAINTIFFS’ MOTION TO EXPEDITE
Allergan has engaged in “obstructive” behavior “more indicative of a board concerned
with entrenching its position than seeking to enhance shareholder value.” Ex. 2 at 20-
21. Glass Lewis concluded that Allergan shareholders should “participat[e] in a
process intended to afford them the opportunity to directly express their opinions[.]”
Id. at 21-22.
There has already been one litigation in the Delaware Court of Chancery
concerning the Allergan bylaws governing shareholder meetings. That litigation was
ultimately resolved by stipulation, when Allergan conceded that Pershing Square
would not trigger Allergan’s poison pill by soliciting proxies. Ex. 3. If Defendants are
successful in obtaining 25 percent consent for the meeting, and if Allergan
nonetheless refuses to call it, there will likely be a second litigation, before the same
Chancellor, who in the course of the prior litigation expressed some doubts about the
propriety of Allergan’s bylaws. Ex. 4 at 65:21-67:2, 70:7-13, 84:22-85:21.
On August 1, 2014, Allergan filed this Complaint. It alleges that Pershing
Square and Valeant engaged in insider trading in connection with PS Fund 1’s
acquisition of Allergan shares from February 25 to April 21, 2014. See Compl.
¶¶ 168–80, 190–93. It alleges that this violated section 14(e) of the Exchange Act,
which prohibits frauds or schemes in connection with a tender offer, and asserts a
claim under section 20A of the Exchange Act, which provides a civil claim for money
damages to certain contemporaneous market traders against persons who purchase or
sell securities in violation of the Exchange Act. Id.; 15 U.S.C. §§ 78n(e), 78t-1. It also
alleges that in filings as early as April 21, 2014, Pershing Square and Valeant made
inadequate disclosures in connection with the proposed Allergan transaction. See
Compl. ¶¶ 159–67, 181–89. These disclosures allegedly violate Rule 14a-9 under the
Exchange Act, which prohibits false or misleading proxy solicitations, and section
13(d) of the Exchange Act, which governs the requirements for Schedule 13D filings.
Id.; 17 C.F.R. § 240.14a–9; 15 U.S.C. § 78m(d).
For these alleged violations of the Exchange Act, Allergan seeks orders
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DEFENDANTS’ JOINT OPPOSITION TO PLAINTIFFS’ MOTION TO EXPEDITE
declaring that: “the Pershing Defendants violated Rule 14e-3(a)”; “Valeant violated
Rule 14e-3(d)”; and “Defendants failed to file complete and accurate disclosures.” See
Compl. ¶ 19, Prayer ¶¶ A, B, D. Allergan also seeks mandatory injunctions requiring
the Pershing Defendants to rescind purchases of alleged unlawful securities and
Defendants to “correct by public means their material misstatements and omissions
and to file . . . accurate disclosures.” Id. Prayer ¶¶ C, E. Importantly, Allergan’s
complaint seeks “preliminary and/or permanent injunctive relief as may be necessary .
. . [t]o prevent the Pershing Defendants from enjoying any rights or benefits from
Allergan securities that were acquired in violation of law, and . . . [t]o prevent
irreparable injury to Allergan and/or its stockholders arising out of Defendants’
unlawful solicitations.” Id. ¶ 19, Prayer ¶ F. The complaint also seeks damages for
insider trading. Id. Prayer ¶ G. Notwithstanding its plea for a preliminary injunction,
Allergan has yet to file such a motion.
The same day Allergan filed its Complaint, it wrote a letter to Chancellor
Bouchard, who presided over the dismissed Court of Chancery case (and who, it
should be noted, has no pending case between the parties), advising him of the filing.
Ex. 5 at 94-95. The letter suggested that the case sub judice involves federal securities
law claims for which Allergan seeks a ruling here in order to later ask the Delaware
court to decide the implications of this Court’s decision.
III. ALLERGAN’S MOTION SHOULD BE DENIED
A. The Available Mechanism for Allergan to Obtain Expedited Relief Is
to Move for a Preliminary Injunction.
Allergan wants to block the special meeting by having the Court declare that
Defendants violated the securities laws to ratify its directors’ foregone conclusion that
they do not need to accept shareholder requests in favor of the meeting. Its theory is
that the consents were solicited or obtained in a manner contrary to securities laws
and, thus, it is not required to accept them under the terms of its bylaws. Mot. 7 (citing
Allergan Bylaws Art. II §§ 3(b)(1) & 3(B)(5)). According to Allergan, this means that
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DEFENDANTS’ JOINT OPPOSITION TO PLAINTIFFS’ MOTION TO EXPEDITE
its securities claims need to be adjudicated “on an expedited schedule . . . in a time
frame that will enable [its] board properly to consider its duties with respect to any
request for a special meeting.” Mot. 2.
But Allergan could have raised and litigated these concerns months ago. PS
Fund 1’s purchase of a 9.7 percent stake in Allergan—the basis of Allergan’s Second
and Fourth claims for insider trading under sections 14(e), 20a, and Rule 14e-3
2
and
the focus of many of its disclosure claims—occurred from February 25 through
April 21, 2014. It was fully disclosed on April 21, 2014. Compl. ¶¶ 84–88, 91. And
the allegedly deficient Schedule 13D announcing Defendants’ accumulation of a
beneficial ownership interest over 5 percent—the basis of Allergan’s Third Claim for
inadequate disclosures under section 13(d), Rule 13d-1 and Schedule 13D
3
—was
likewise filed on April 21, 2014. Defendants’ proxy solicitation campaign to obtain
shareholder requests for a special meeting and their related exchange offer—the bases
of Allergan’s First Claim for violation of section 14(a) and Rule 14a-9
4
—were well
underway by mid-June. See Compl. ¶¶ 128 (preliminary proxy filed June 2, 2014),
130 (S-4 and Form TO commencing tender offer filed June 18, 2014). Moreover,
Allergan has also known since June 2, 2014, that Defendants were soliciting
shareholder consents to convene a special meeting to, among other things, revise the
bylaws, remove six Allergan directors and recommend their replacement, and enter a
non-binding resolution that Allergan negotiate in good faith with Valeant.
5

Had Allergan actually wanted to expeditiously litigate whether consents were
allegedly procured in violation of these laws—Mot. 9–10—it could readily have filed

2
15 U.S.C. §§ 78n(e), 78t-1; 17 C.F.R. § 240.14e-3.
3
15 U.S.C. § 78m(d); 17 C.F.R. §§ 240.13d-1, 240.13d-101.
4
15 U.S.C. § 78l(a); 17 C.F.R. § 240.14a-9.
5
Pershing Square, Preliminary Proxy Statement (Schedule 14A) (June 2, 2014),
available at http://www.sec.gov/Archives/edgar/data/850693/000119312514220830/
d737831dpren14a.htm.
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-8-
DEFENDANTS’ JOINT OPPOSITION TO PLAINTIFFS’ MOTION TO EXPEDITE
a complaint and moved for a preliminary injunction seeking this relief months ago,
thereby stopping and/or correcting the unlawful conduct before it bore any fruit.
Indeed, even assuming a sixty-day window for expedited discovery, a preliminary
injunction motion could have been fully litigated by the end of August.
A preliminary injunction is the available “device for preserving the status quo
and preventing the irreparable loss of rights before judgment.” U.S. Philips Corp. v.
KBC Bank N.V., 590 F.3d 1091, 1094 (9th Cir. 2010). “[A] plaintiff [is required] to
make a full attempt to prevent his case from becoming moot, an obligation that
includes filing for preliminary injunctions and appealing denials of preliminary
injunctions.” Newdow v. Roberts, 603 F.3d 1002, 1009 (D.C. Cir. 2010).
Thus, if Allergan needed a rapid-fire determination of the issues it now raises, it
was incumbent on it to file suit promptly and seek preliminary injunctive relief. But it
chose not to, for purely tactical reasons. Allergan and its counsel know full well that,
had they timely sought a preliminary injunction, their true goal—creating a plausible
excuse to delay the special shareholder meeting—would not be achieved, even were
the motion granted.
First, with respect to its disclosure claims, if successful, any supposed
misstatements would be corrected, sinking any later argument that consents were
tainted by misinformation. See Pac. Realty Trust v. APC Inv., Inc., 685 F.2d 1083,
1086 (9th Cir. 1982) (“Injunctions normally play a supporting role: a court enjoins the
tender offer until it can decide whether [section 13D of the Williams] Act requires
further disclosures, and until all required disclosures are made.”); Krauth v. Exec.
Telecard, Ltd., 890 F. Supp. 269, 292–93 (S.D.N.Y. 1995) (same for proxy disclosure
claim under section 14(a)); see generally Rondeau v. Mosinee Paper Corp., 422 U.S.
49, 64 (1975). Had Allergan moved for such relief in June, even if granted, the issue
would have been fully resolved, long before any shareholder consents were submitted
for the board’s consideration.
Moreover, Allergan’s insider trading claim fails on its face. As an issuer, as
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-9-
DEFENDANTS’ JOINT OPPOSITION TO PLAINTIFFS’ MOTION TO EXPEDITE
opposed to a buyer or seller of securities, Allergan has no standing to sue any
defendant for insider trading, whether under section 10(b) or section 14(e). Brody v.
Transitional Hosps. Corp., 280 F.3d 997, 1002 (9th Cir. 2002) (standing to sue for
insider trading under either statute limited to those persons who trade
contemporaneously with the defendant). Under the circumstances, it is difficult to
imagine how Allergan could possibly be entitled to the “injunctive relief as may be
necessary . . . [t]o prevent the Pershing Defendants from enjoying any rights or
benefits from Allergan securities that were acquired in violation of law,” demanded in
its Complaint. Compl. Prayer F.1.
6
No authority supports Allergan’s theory.
The circumstances strongly suggest that Allergan knew that if it had timely
filed a complaint and motion for preliminary injunction, that motion would likely be
resolved by now and the resolution, good or bad, would be of no help to Allergan.
Defendants have invited, and continue—without waiver of the issues addressed
herein—to invite Allergan to seek a preliminary injunction. Ex. 6 at 96-97.
Defendants will cooperate with Allergan on any reasonable schedule for discovery
and expedited briefing on such a motion, or for any reasonable case schedule that is
consistent with the Court’s calendar and the Federal and Local Rules. But Defendants
will not agree to an artificial “declaratory relief” construct ginned up by Allergan,
with steeply curtailed discovery and a largely illusory summary judgment procedure
to foment delay in a yet-to-be-filed Delaware case. The insider trading claims
Allergan brings—while ultimately devoid of merit—entail potentially serious
consequences. Forcing Defendants to litigate them to final judgment on such a
curtailed schedule could seriously prejudice Defendants.

6
The Complaint does attempt to allege an insider trading claim on behalf of
Plaintiff Parschauer, an employee who exercised options and sold Allergan stock
during the period in which PS Fund 1 was allegedly purchasing derivatives—an
entirely different class of securities— to build its stake in Allergan. Compl. ¶ 21.
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DEFENDANTS’ JOINT OPPOSITION TO PLAINTIFFS’ MOTION TO EXPEDITE
B. Allergan Is Not Entitled to Expedition Under Rule 57.
1. The Complaint Does Not Plead a Declaratory-Judgment
Action.
Allergan’s claims in this case are not properly framed as declaratory judgment
claims subject to Rule 57. That rule provides that the “court may order a speedy
hearing of a declaratory-judgment action.” Fed. R. Civ. P. 57. Allergan claims that,
because three of the nine items of relief requested in its prayer for relief ask the Court
to enter various orders to the effect that Defendants did, in fact, violate the securities
laws, it is entitled to expedition under Rule 57. This is not so. A declaratory judgment
is “appropriate when it will ‘terminate the controversy’ giving rise on undisputed or
relatively undisputed facts.” Id., advisory committee note. Allergan seeks nothing of
the sort.
“The purpose of the Declaratory Judgment Act is to give litigants an early
opportunity to resolve federal issues to avoid the threat of impending litigation.”
Biodiversity Legal Found. v. Badgley, 309 F.3d 1166, 1172 (9th Cir. 2002) (internal
quotations omitted); see also Shell Oil Co. v. Frusetta, 290 F.2d 689, 692 (9th Cir.
1961) (declaratory judgment affords “an added remedy to one who is uncertain of his
rights and who desires an early adjudication thereof without having to wait until his
adversary should decide to bring suit, and to act at his peril in the interim.”). “The Act
was also intended to help defendants . . . who have faced numerous lawsuits, avoid a
multiplicity of actions by affording an adequate, expedient, and inexpensive means for
declaring in one action the rights and obligations of the litigants.” Biodiversity Legal
Found., 309 F.3d at 1172 (internal quotations and alterations omitted).
Declaratory judgments are appropriate in two situations not present here. First,
declaratory relief can issue when there is “an actual controversy that has not reached a
stage at which either party may seek a coercive remedy[.]” Seattle Audubon Soc’y v.
Moseley, 80 F.3d 1401, 1405 (9th Cir. 1996). “In effect, it brings to the present a
litigable controversy, which otherwise might only b[e] tried in the future.” Societe de
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-11-
DEFENDANTS’ JOINT OPPOSITION TO PLAINTIFFS’ MOTION TO EXPEDITE
Conditionnement en Aluminium v. Hunter Eng’g Co., 655 F.2d 938, 943 (9th Cir.
1981) (hereinafter, Hunter). A typical dispute under this rule—the “prospective relief”
scenario—would be an insurance company’s declaratory-judgment action to resolve
its duty to defend before the underlying litigation is resolved. See, e.g., Aetna Cas. &
Sur. Co. v. Merritt, 974 F.2d 1196, 1199 (9th Cir. 1992).
7

The other situation is “in cases where a party who could sue for coercive relief
has not yet done so.” Seattle Audubon Soc’y, 80 F.3d at 1405. This addresses the
scenario where the plaintiff seeking a declaration faces a “Damoclean threat of
impending litigation which a harassing adversary might brandish, while initiating suit
at his leisure or never.” Hunter, 655 F.2d at 943 (quotation omitted). The Declaratory
Judgment Act “permits parties so situated to forestall the accrual of potential damages
by suing for a declaratory judgment, once the adverse positions have crystallized and
the conflict of interests is real and immediate.” Id. (quotation omitted). Notably
missing from these two categories are situations where the plaintiff with already
accrued coercive remedies—like the damages and injunctions Allergan seeks in its
Complaint—also seeks a declaration that the defendant’s prior conduct was in
violation of the law.
Indeed, Allergan’s prayer for declaratory relief does not fall into either of the
scenarios that Seattle Audubon Society recognized as appropriate vehicles for
declaratory relief. 80 F.3d at 1405. Instead, it just asks the Court to declare (1) “that
the Pershing Defendants violated Rule 14e-3(a) by acquiring shares of Allergan while
in possession of material non-public information relating to Valeant’s tender offer,”
Compl., Prayer A; (2) “that Valeant violated Rule 14e-3(d) by communicating

7
Of course, other than in federal enclaves like admiralty, in such cases there is
only federal subject matter if the parties satisfy diversity of citizenship. See Aetna
Cas., 974 F.2d at 1199 (noting that there is “no authority for the proposition that an
insurer is barred from invoking diversity jurisdiction to bring a declaratory judgment
action against an insured on an issue of coverage”).
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-12-
DEFENDANTS’ JOINT OPPOSITION TO PLAINTIFFS’ MOTION TO EXPEDITE
material, nonpublic information relating to Valeant’s tender offer to Pershing Square,”
id. Prayer B; and (3) “that Defendants failed to file complete and accurate disclosures
in violation of [s]ections 13(d), 14(a), and 14(e) of the Exchange Act,” id. Prayer D.
These declarations ask only that the Court declare that Defendants’ past conduct
violates the securities laws. Given that Allergan also asserts coercive remedies over
each of these claims, id. Prayers C & E–I, what Allergan wants, essentially, is for the
Court to declare “Allergan wins.”
The prospective relief scenario discussed in Seattle Audubon Society is
inapplicable because Allergan’s coercive remedies—damages and injunctive relief—
have already accrued. Likewise, the proactive defendant scenario is inapt because
Allergan is a plaintiff with coercive claims. As such, there is no legitimate purpose to
Allergan’s demands for declaratory relief. Rather, Allergan is effectively seeking
advisory opinions from this Court on issues of Federal law, for the purpose of using
those opinions in state-law litigation in Delaware. That is not a proper use of the
declaratory judgment procedure and is not a basis for the highly expedited schedule
Allergan seeks.
Moreover, declaratory relief is not an available remedy if, as here, its sole
purpose is to declare past conduct unlawful. Leu v. Int’l Boundary Comm’n, 605 F.3d
693, 694 (9th Cir. 2010). “A declaratory relief claim operates ‘prospectively,’ not to
redress past wrongs.” Flores v. EMC Mortg. Co., --- F. Supp. 2d ---, 2014 WL
641097, at *13 (E.D. Cal. Feb. 18, 2014). It follows that, “[i]f past violations of the
securities laws will have no present or future effect, courts will not issue declaratory
judgments regarding the unlawfulness of the past conduct.” CNW Corp. v. Japonica
Partners, L.P., 776 F. Supp. 864, 868 (D. Del. 1990). That true even when “a
declaration that [a party soliciting proxies] violated the law would be useful for [a
corporation] in defending against the [proxy solicitor’s own claims] of waste and
entrenchment[.]” Id. Consequently, because Allergan’s prayer does not seek legitimate
declaratory relief, this case cannot be a “declaratory-judgment action” entitled to
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DEFENDANTS’ JOINT OPPOSITION TO PLAINTIFFS’ MOTION TO EXPEDITE
expedition under Rule 57.
Nor do the cases string-cited by Allergan suggest otherwise. None addresses the
situation here: where a plaintiff with fully-ripe claims challenging historical conduct
and ripe coercive remedies seeks no declaration of future rights. Most of the cases
address the prospective relief scenario from Seattle Audubon Society: the plaintiffs in
these cases seek declarations of their future rights to settle disputes between the
parties and guide their future conduct.
8
The others address the proactive defendant
scenario from Seattle Audubon Society: the plaintiffs are parties threatened with
liability who seek a declaration of non-liability to clear the air.
9
None stand for the
proposition that including a bare demand that the court declare that defendants
“violated” the laws under which plaintiffs seek coercive relief is sufficient to merit

8
See Express Scripts Holding Co. v. Chevedden, No. 4:13-cv-02520-JAR (E.D.
Mo. Jan. 3, 2014), ECF No. 1 (seeking pure declaratory judgment that plaintiff was
entitled to exclude stockholder proposal); Apache Corp. v. Chevedden, No. 4:12-cv-
00137-LHR (S.D. Tex. Feb. 3, 2012), ECF No. 1 (plaintiff sought pure declaratory
judgment it could include investor proposal from proxy materials; decided on cross
motions for declaratory judgment); Tri-State Generation & Transmission Ass’n, Inc.
v. BNSF Ry. Co., No. CV08-272-PHX-MHM, 2008 WL 2465407, at *6–7 (D. Ariz.
June 17, 2008) (seeking judicial declaration of rights concerning the parties’
prospective rights under an in-force contract); StreamCast Networks, Inc. v. IBIS LLC,
CV05-04239MMM(EX), 2006 WL 5720345, at *5 (C.D. Cal. May 2, 2006) (party
seeking declaration that it could “terminate [an] Agreement in the future and retain
[certain payments] Advance Payment without liability”); Sierra Foothills Pub. Util.
Dist. v. Clarendon Am. Ins. Co., CVF05736RECLJO, 2005 WL 2089832, at *7 (E.D.
Cal. Aug. 29, 2005) (declaratory relief appropriate where it addressed insurer’s
“continuing duty to defend” after the end of the trial court case); Neuberger Berman
Real Estate Income Fund, Inc. v. Lola Brown Trust, 342 F. Supp. 2d 371, 372 (D. Md.
2004) (trusts that made partial tender offer sought pure declaratory judgment that
company’s poison pill violated Investment Company Act).
9
See Beacon Looms, Inc. v. S. Lichtenberg & Co., Inc., 552 F. Supp. 1305, 1315
(S.D.N.Y. 1982) (declaratory judgment of non-liability for copyright infringement)
abrogated in part on other grounds by Hasbro Bradley, Inc. v. Sparkle Toys, Inc., 780
F.2d 189 (2d Cir. 1985); Temp-Resisto Corp. v. Glatt, 18 F.R.D. 148, 152 (D.N.J.
1955) (declaratory judgment as to patent validity and non-infringement).
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DEFENDANTS’ JOINT OPPOSITION TO PLAINTIFFS’ MOTION TO EXPEDITE
expedition.
10

The law is not, and should not, be so broad. Declaratory judgment is meant to
reach the specific situations addressed in Seattle Audubon Society. When, like here,
those interests are absent, or only nominally present, it makes no sense to call the case
a “declaratory-relief action” and subject it to a “speedy hearing” under Rule 57.
11
No
court has held that Rule 57 applies in the way Allergan seeks here. For good reason. If
Rule 57 works the way Allergan wants it to, every case could be transformed into a
declaratory-judgment action, and every plaintiff could demand expedition, just by
including in its prayer—as many plaintiffs already do—a demand that the court
declare the defendant liable.
2. This Case Does Not Merit Expedition under Rule 57 or the
Court’s Inherent Authority to Control Its Docket.
Even were this case actually a proper “declaratory-judgment action,” subject to
Rule 57, which it is not, the present circumstances do not warrant expedition to let
Allergan cut to the front of the line before all of the other litigants on this Court’s busy

10
Klungvedt v. Unum Grp., 2:12-CV-00651 JWS, 2012 WL 2368623, at *3 (D.
Ariz. June 21, 2012) is an unpublished order that does not justify applying Rule 57
here. Although it purports to entertain plaintiff’s request for a declaratory judgment
that ERISA does not preempt his cause of action, read in context, the court simply
permits expedited discovery and cross-motions for summary judgment on a threshold
legal issue that might resolve plaintiff’s claims. Id. at *3. In any event, Klungvedt
most certainly does not stand for the proposition that a plaintiff with a damages claim
is entitled to a declaratory judgment stating that defendant broke the law that gives
rise to plaintiff’s damages remedy.
11
Indeed, several published cases have, in other contexts, explained that a
“declaratory relief action” means a case that seeks only declaratory relief. These
courts hold that a plaintiff’s intermingling of requests for declaratory relief with
coercive demands for damages and injunctions, “removes [a] suit from the realm of a
declaratory judgment action.” See Diamond Offshore Co. v. A&B Builders, Inc., 302
F.3d 531, 539 (5th Cir. 2002) overruled on other issue by Grand Isle Shipyard, Inc. v.
Seacor Marine, LLC, 589 F.3d 778 (5th Cir. 2009); Southwind Aviation, Inc. v.
Bergen Aviation, Inc., 23 F.3d 948, 950 (5th Cir. 1994).
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DEFENDANTS’ JOINT OPPOSITION TO PLAINTIFFS’ MOTION TO EXPEDITE
docket. “Whether a declaratory judgment claim should be expedited . . . is . . . a matter
of discretion.” See Channel Four Television Co. Ltd. v. Wildmon, 92 CIV. 2555
(LMM), 1992 WL 114516 (S.D.N.Y. May 6, 1992); see also Wilton v. Seven Falls
Co., 515 U.S. 277, 282 (1995) (noting that “district courts possess discretion in
determining whether and when to entertain an action under the Declaratory Judgment
Act” (emphasis added)). As a leading treatise notes, “there is a dearth of decided cases
involving” Rule 57’s “speedy hearing” provision. See 10B Charles A. Wright, et al.,
Federal Practice & Procedure § 2768 (2014 online ed.). Indeed, no case cited by
Allergan articulates a standard.
Other cases very generally explain that a district court may order an expedited
hearing on a declaratory-judgment action when “‘a prompt resolution may be reached,
consistent with the interests of justice and the rights of all parties.’” GEM
Acquisitionco, LLC v. Sorenson Grp. Holdings, LLC, C 09-01484 SI, 2009 WL
3246747, at *6 (N.D. Cal. 2009) (quoting United States v. Stein, 452 F. Supp. 2d 230,
270 (S.D.N.Y. 2006)). In the absence of clear precedent on the issue, the court’s
discretion in deciding whether to expedite under Rule 57 should be exercised in a
manner consistent with general equitable principles, as do courts addressing similar
requests to depart from established schedules.
12
Here, a number of factors—in addition
to the insubstantiality of Allergan’s declaratory relief claims—lean against setting a
“speedy hearing” under Rule 57.
First, the fact that Allergan has delayed seeking available relief through a

12
See generally Pincay v. Andrews, 389 F.3d 853, 855 (9th Cir. 2004) (en banc)
(applying balancing test to retroactive extension of time under Rule 6(b)(1)); Bauman
v. U.S. Dist. Ct., 557 F.2d 650, 654 (9th Cir. 1977) (discussing factors relevant to
whether court should accept mandamus jurisdiction over interlocutory appeal);
Mission Power Eng’g Co. v. Cont’l Cas. Co., 883 F. Supp. 488, 492 (C.D. Cal. 1995)
(addressing standard for ex parte application to expedite briefing, citing preliminary
injunction standard); Notaro v. Koch, 95 F.R.D. 403, 405 (S.D.N.Y. 1982) (borrowing
from preliminary injunction test to establish test for expedited discovery).
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DEFENDANTS’ JOINT OPPOSITION TO PLAINTIFFS’ MOTION TO EXPEDITE
preliminary injunction entirely undermines its asserted need for urgency. A plaintiff’s
delay in seeking declaratory relief “suggest[s] that [its claim] may not be so urgent as
to justify priority over other litigants in this court.” Anderson v. Pictorial Prods., Inc.,
232 F. Supp. 181, 182 (S.D.N.Y. 1964).
Second, the Court may consider concerns of its own docket and fairness to the
other litigants with cases on it. See Turner Indus. Grp., LLC v. Int’l Union of
Operating Eng’rs, Local 450, H-13-0456, 2013 WL 2147515, at *4 (S.D. Tex. May
10, 2013). Particularly given Allergan’s seemingly strategic delay, and the pretextual
nature of its “need” for expedition, nothing in Allergan’s moving papers explains why
“it should be allowed to go to the head of the line in front of all other litigants and
receive special treatment.” Mission Power, 883 F. Supp. at 492.
Third, an oft-considered interest in addressing declaratory relief is avoiding
“piecemeal litigation.” Chamberlain v. Allstate Ins. Co., 931 F.2d 1361, 1368 (9th Cir.
1991). But expedition of Allergan’s declaratory relief remedies will lead to just that.
Even setting aside Allergan’s other requested remedies—which would presumably be
addressed later, although Allergan has not explained how it proposes to address
them—Defendants intend to file significant counterclaims under the securities laws.
Will these be brushed to the side while Allergan pursues its strategically-timed
“expedited” claims for declaratory relief (without Allergan meeting the standards for
obtaining injunctive relief)?
Finally, expedition of a declaratory-relief claim must be consistent with the due
process rights of all parties. GEM Acquisitionco, 2009 WL 3246747, at *6. In this
district, those rights include rights under the Local Rules of this Court. “Local rules
have the ‘force of law’ and are binding upon the parties and upon the court[.]” Prof’l
Programs Grp. v. Dep’t of Commerce, 29 F.3d 1349, 1353 (9th Cir. 1994). “A
departure is justified only if the effect is so slight and unimportant that the sensible
treatment is to overlook [it].” Id. (internal quotations omitted).
Notably, Allegan has provided no explanation at all of how the schedule it
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DEFENDANTS’ JOINT OPPOSITION TO PLAINTIFFS’ MOTION TO EXPEDITE
proposes can be accomplished under the Local Rules. In particular, the briefing
schedule for summary judgment motions is effectively designed to deny Defendants
any meaningful opportunity to resolve the case by summary judgment. Under the
proposed schedule, the pretrial conference meeting under Local Rule 16-2 will need to
occur before summary judgment is even filed. And the parties will be in the midst of
briefing summary judgment at the same time all of the various pretrial filings are due
under Local Rule 16-4 (contentions memoranda),16-5 (witness list), 16-7 (the final
pretrial conference order). Proposed trial findings under L.R. 52-1 will be due the day
after the hearing. Most importantly, the hearing will occur only three days following
the closing of briefing, and only nine days before trial. The Court will thus be left with
only twelve days to decide the motion. (Yet, while jamming the Court into a rushed
decision, Allergan helps itself to double the amount of time it would ordinarily have to
oppose motions to dismiss and for summary judgment. Compare L.R. 7-6, 7-9
(effectively requiring opposition within seven days) with Mot. Ex. A (oppositions
filed fourteen days after motion).)
Of equal concern is Allergan’s truncated seventy-day discovery schedule. Due
to the timing of various requirements under Local Rules 37-1 and 37-2, litigating a
discovery dispute in the Central District takes a minimum of thirty-eight days.
Defendants do not want to be pessimistic about the parties’ capacity to effectively
engage in a self-executing discovery process. But in a significant case like this one,
particularly where the factual issues concern a transaction involving numerous
attorneys, it can be anticipated that there may be discovery disputes, including
potentially significant disagreements regarding the attorney-client privilege. How are
the parties supposed to even identify these issues if the process to resolve them needs
to begin barely three weeks after the start of discovery?
Defendants’ most significant concern with the proposed schedule, however, is
that it is designed to fail. As noted, the entire existence of this case is attributable to
Allergan’s efforts to delay a ruling in state court on a special meeting. If it manages to
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DEFENDANTS’ JOINT OPPOSITION TO PLAINTIFFS’ MOTION TO EXPEDITE
convince that court that it should await this Court’s decision on its “expedited” claims,
Allergan will have every reason to further throw sand in the gears. Although
Allergan’s claims have no merit, violations of the securities laws are serious charges
to level, and bear serious consequences. Defendants should not be forced to decide
between a speedy resolution of issues that should be decided elsewhere and their due
process interests of reaching a final result on the merits after conducting fulsome
discovery and having a meaningful opportunity to resolve Allergan’s claims on
summary judgment.
* * *
For the foregoing reasons, Allergan’s motion should be denied. Defendants
remain prepared to establish that Allergan’s claims are meritless on a reasonable
schedule convenient for the Court that respects the parties’ rights and the applicable
rules. If Allergan actually wants an expedited ruling, it can move for a preliminary
injunction. Defendants stand ready and willing to litigate that motion on whatever
schedule is necessary. Defendants have repeatedly extended that offer to Allergan. In
support of that, Defendants can, and will, (1) answer the pleadings sooner than
required under Rule 12; (2) limit pleadings challenges to motions for judgment on the
pleadings, which will not affect the schedule for preliminary injunctive relief; (3)
immediately confer with Plaintiffs about a prompt schedule for reasonable, mutual
expedited discovery; (4) serve Defendants’ own discovery requests the day after the
hearing on this motion; (5) accept the appointment of a referee to expeditiously
resolve discovery disputes; (6) agree to any reasonable briefing schedule on a
preliminary injunction motion; and (7) agree to any hearing date convenient to the
court.
Case 8:14-cv-01214-DOC-AN Document 34 Filed 08/14/14 Page 24 of 26 Page ID #:1176
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DEFENDANTS’ JOINT OPPOSITION TO PLAINTIFFS’ MOTION TO EXPEDITE
Dated: August 14, 2014 Respectfully submitted,

KIRKLAND & ELLIS LLP

By: /s/ Mark Holscher

Mark Holscher (SBN 139582)
Michael Shipley (SBN 233674)
KIRKLAND & ELLIS LLP
333 South Hope Street
Los Angeles, California 90071
Telephone: (213) 680-8400
Facsimile: (213) 680-8500
Email: mark.holscher@kirkland.com
michael.shipley@kirkland.com

Jay P. Lefkowitz (pro hac vice)
John P. Del Monaco (pro hac vice)
Danielle Sassoon (pro hac vice)
KIRKLAND & ELLIS LLP
601 Lexington Avenue
New York, New York 10022-4611
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
Email: lefkowitz@kirkland.com
jdelmonaco@kirkland.com
dsassoon@kirkland.com

Attorneys for Pershing Square Capital
Management, L.P.; PS Management, GP; LLC,
PS Fund 1, LLC; and William A. Ackman
Case 8:14-cv-01214-DOC-AN Document 34 Filed 08/14/14 Page 25 of 26 Page ID #:1177
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DEFENDANTS’ JOINT OPPOSITION TO PLAINTIFFS’ MOTION TO EXPEDITE
Dated: August 14, 2014 SULLIVAN & CROMWELL LLP

By: /s/ Robert A. Sacks

Robert A. Sacks (SBN 150146)
sacksr@sullcrom.com
Edward E. Johnson (SBN 241065)
johnsonee@sullcrom.com
SULLIVAN & CROMWELL LLP
1888 Century Park East, Suite 2100
Los Angeles, California 90067-1725
Telephone: (310) 712-6600
Facsimile: (310) 712-8800

Brian T. Frawley (pro hac vice filed)
frawleyb@sullcrom.com
SULLIVAN & CROMWELL LLP
125 Broad Street
New York, New York 10004-2498
Telephone: (212) 558-4000
Facsimile: (212) 558-3588

Attorneys for Defendants Valeant
Pharmaceuticals International, Inc., Valeant
Pharmaceuticals International and AGMS, Inc.

SIGNATURE CERTIFICATION
Pursuant to L.R. 5-4.3.4(a)(2)(i), I hereby attest that all other signatories listed,
and on whose behalf the filing is submitted, concur in the filing’s content and have
authorized this filing.

Dated: August 14, 2014 KIRKLAND & ELLIS LLP

By: /s/ Mark Holscher
Mark Holscher

Attorneys for Pershing Square Capital Management,
L.P.; PS Management, GP, LLC; PS Fund 1, LLC;
and William A. Ackman

Case 8:14-cv-01214-DOC-AN Document 34 Filed 08/14/14 Page 26 of 26 Page ID #:1178