California Court Order on Valeant – Allergan CaseVW Staff
Here is the statement from Valeant Pharmaceuticals Intl Inc (NYSE:VRX) (TSE:VRX) on the latest in the (never-ending?) saga involving Allergan and Bill Ackman.
“We are pleased that this attempt by Allergan in the California litigation to delay the special meeting was not successful”, says Valeant in a statement emailed to ValueWalk
In addition, we wanted to highlight the notable language from the order:
“It is also not clear that Allergan, Inc. (NYSE:AGN)’s bylaws require Allergan's directors to wait for the Court to resolve the claims before they can act. Since the parties have not sought the Court’s interpretation of the bylaws and in fact insist that such interpretation is a matter for the Delaware state court, Rule 57 Opp., Ex. 5, at 94; Ex Parte Opp. at 3 n.2, the Court will refrain from opining on what Allergan’s bylaws mean. Even if the bylaws did have such a requirement, however, the Court would be reluctant to create a precedent that allows corporations to demand at will the immediate attention and input of the federal courts in order to resolve intra-corporate disputes that might be better left to the dynamic free market or to the state court.” (Page 6)
Valeant with Ackman opposed Allergan's ex parte application
Before the Court is Plaintiffs’ request for expedited proceedings. Allergan, Inc. (“Allergan”) and Karah M. Parschauer (collectively, “Plaintiffs”) initially filed an ex parte application for expedited proceedings on Aug. 4, 2014 (“Ex Parte App.”) (Dkt. 11). Valeant Pharmaceuticals International, Inc., Valeant Pharmaceuticals International, and AGMS, Inc. (“Valeant”) and Pershing Square Capital Management, LP, PS Management, GP, LLC, PS Fund 1, LLC, and William A. Ackman (“Pershing Square”) (collectively, “Defendants”) jointly opposed the application (“Ex Parte Opp.”) (Dkt. 15). This Court issued a minute order on Aug. 7, 2014 denying the ex parte application, and construing it instead as a motion for an expedited schedule (Dkt. 24). Defendants filed another opposition (“Rule 57 Opp.”) (Dkt. 34) and Plaintiffs filed a reply (“Reply”) (Dkt. 37). Defendants then filed a sur-reply (“Sur-Reply”) (Dkt. 38). After reviewing the papers and considering the arguments at the hearing, the Court DENIES the motion.