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<p>[QUOTE="Shoham, post: 5194278, member: 27963"]Bingo.</p><p><br /></p><p>I was amused, throughout the day, to read various headlines saying that Allergan, in selecting a date for the special meeting, is "buckling." -- before the news of the new filing was released. Succeed or fail, I think it's clear that Allergan is anything but giving up or slowing down.</p><p><br /></p><p>Allergan selected the last legally allowable date (ok, one day beforehand, just to force anyone who wants to claim it is using delay tactics to use a longer sentence) for the prospective special meeting, and immediately made it clear that it has yet to verify the validity of the meeting request. And, just in case anyone thinks this validation is a mere formality, Allergan made it clear that it doesn't think Ackman's shares should count (without those shares, no 25%, and no special meeting).</p><p><br /></p><p>Allergan is asking the Federal court to issue an injunction and again asking to expedite. The injunction is the heavy weapon here. The expedite, again, is just a sanctimonious pretension that it doesn't want to delay the special meeting if Ackman is cleared (when everyone knows it does).</p><p><br /></p><p>I'm not ready to handicap; this is uncharted legal territory, but I don't see why Judge Carter, who denied the expedite motion last week will think differently now. The question is if he will grant the injunction (which will be huge -- as it will effectively knock Ackman out of the equation, possibly for years), temporize (as he did with his last decision), or do something else.</p><p><br /></p><p>The temporizing option, when available, is usually what judges like; because it allows more events to play out that might modify or moot whatever decision they would have made -- thus sparing them the need to create controversy, precedents, or appeals. In this situation, a temporizing ruling would deny the injunction on the ground that the DE Chancery court is the best place to interpret the Allergan bylaws, but that if it is unable to determine the legality of Ackman's shares, Allergan is invited to return (this is not hugely different from the language the judge used when rejecting the expedite motion last week). Under this scenario, the DE Chancery court (which probably also loves to temporize), will likely find a way to toss the ball right back to judge Carter, for instance, by saying it lacks jurisdiction to determine Federal Insider Trading laws violation (never mind that DE Insider Trading Law violations are almost identical, and it *does* have jurisdiction to determine those -- but no one [yet] sued V+PS for violating DE Insider Trading Laws <img src="styles/default/xenforo/clear.png" class="mceSmilieSprite mceSmilie1" alt=":)" unselectable="on" unselectable="on" />). Having the two courts ping-pong is just great for Allergan, because it creates big delays -- through no fault of Allergan -- in getting to the crux of the matter, which will need to be resolved before Ackman's shares can vote.</p><p><br /></p><p>Ackman is a master litigator, but uncharted legal territory is not where he is going to find speed.</p><p><br /></p><p>Dan.[/QUOTE]</p><p><br /></p>
[QUOTE="Shoham, post: 5194278, member: 27963"]Bingo. I was amused, throughout the day, to read various headlines saying that Allergan, in selecting a date for the special meeting, is "buckling." -- before the news of the new filing was released. Succeed or fail, I think it's clear that Allergan is anything but giving up or slowing down. Allergan selected the last legally allowable date (ok, one day beforehand, just to force anyone who wants to claim it is using delay tactics to use a longer sentence) for the prospective special meeting, and immediately made it clear that it has yet to verify the validity of the meeting request. And, just in case anyone thinks this validation is a mere formality, Allergan made it clear that it doesn't think Ackman's shares should count (without those shares, no 25%, and no special meeting). Allergan is asking the Federal court to issue an injunction and again asking to expedite. The injunction is the heavy weapon here. The expedite, again, is just a sanctimonious pretension that it doesn't want to delay the special meeting if Ackman is cleared (when everyone knows it does). I'm not ready to handicap; this is uncharted legal territory, but I don't see why Judge Carter, who denied the expedite motion last week will think differently now. The question is if he will grant the injunction (which will be huge -- as it will effectively knock Ackman out of the equation, possibly for years), temporize (as he did with his last decision), or do something else. The temporizing option, when available, is usually what judges like; because it allows more events to play out that might modify or moot whatever decision they would have made -- thus sparing them the need to create controversy, precedents, or appeals. In this situation, a temporizing ruling would deny the injunction on the ground that the DE Chancery court is the best place to interpret the Allergan bylaws, but that if it is unable to determine the legality of Ackman's shares, Allergan is invited to return (this is not hugely different from the language the judge used when rejecting the expedite motion last week). Under this scenario, the DE Chancery court (which probably also loves to temporize), will likely find a way to toss the ball right back to judge Carter, for instance, by saying it lacks jurisdiction to determine Federal Insider Trading laws violation (never mind that DE Insider Trading Law violations are almost identical, and it *does* have jurisdiction to determine those -- but no one [yet] sued V+PS for violating DE Insider Trading Laws :)). Having the two courts ping-pong is just great for Allergan, because it creates big delays -- through no fault of Allergan -- in getting to the crux of the matter, which will need to be resolved before Ackman's shares can vote. Ackman is a master litigator, but uncharted legal territory is not where he is going to find speed. Dan.[/QUOTE]
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Cafepharma Message Boards | Pharma Sales, Device Sales, Lab Sales
Home
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Glossary of Hostile Takeover Terms with Discussion
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Cafepharma Message Boards | Pharma Sales, Device Sales, Lab Sales
Home
Forums
>
Pharma/Biotech Companies
>
Allergan
>
Glossary of Hostile Takeover Terms with Discussion
>