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Message:: [QUOTE="Shoham, post: 5125218, member: 27963"]On the recent (Motion to Expedite) Court Decision:<ul> <li>To get the merger to happen, Allergan Board must approve.</li> <li>Since the current Board won't approve, Ackman wants to replace enough members to change the balance of power.</li> <li>To replace board members, there must be a shareholder meeting (the corporate analog of a general election).</li> <li>We just had a shareholder meeting (but the candidates nominations deadline was before the Valeant bid), the next one is May 2015.</li> <li>To move faster, Ackman wants to call a special shareholder meeting (the corporate analog to a recall election).</li> <li>To call a specail shareholder meeting, holders of 25% of the voting shares must sign papers (the corporate analog to a recall petition).</li> </ul> Question: If holders of 25% of shareholders agree to do something that is for the purpose of bringing about an acquisition; would that trigger the Poison Pill (see glossary)? The text of the poison pill language would seem to say so.  But that would mean that the poison pill, which is a resolution of the board (the corporate equivalent of a law passed by a legislative body), is frustrating the intent of the Bylaws (the corporate equivalent of a constitution -- only amendable by a shareholder vote). Ackman has taken the position that he can call the special shareholder meeting without triggering the poison pill.  Other shareholders may not be willing to take the risk that he is wrong and lose half their shares in the process.So Ackman asked the Board to clarify.The Board responded "it says what it says."  (Not much clarity).So Ackman asked a judge to clarify.Allergan responded that he is asking the judge to rule on a hypothetical question ('what would happen if ...'); In general, judges are only supposed to rule on actual situations, not imagined ones. [Allergan is effectively saying 'Go ahead, call your special meeting, if you dare, and if we trigger the poison pill on you and every shareholder who helped you, then you can sue and try to reverse it].Ackman also asked the judge not to wait too long because this is really important and all about speed ("Motion to expedite").The judge agreed that he shouldn't wait too long ("Motion granted").Hearing set for 3 weeks from now. (Which, in the world of corporate law suits, passes for "expedited").  Decision might be made on the spot, or a later date. Just because the judge agreed to "expedite," doesn't mean he is leaning one way or another; it simply agrees that delaying is to the material benefit of one side (Allergan) and therefore denies justice to the other. Hope this all makes sense. Dan.[/QUOTE]

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