§Why CasetextPricing

Allergan Inc et al v. Valeant Pharmaceuticals International Inc et al

MEMORANDUM in Opposition to MOTION for Preliminary Injunction . Motion[160]

66 Cited authorities

  1. Winter v. Natural Res. Def. Council, Inc.

    555 U.S. 7 (2008)   Cited 16,922 times   67 Legal Analyses
    Holding that a plaintiff must establish "that he is likely to suffer irreparable harm"

  2. Los Angeles v. Lyons

    461 U.S. 95 (1983)   Cited 7,556 times   13 Legal Analyses
    Holding there is no justiciable controversy where plaintiff had once been subjected to a chokehold

  3. Ernst Ernst v. Hochfelder

    425 U.S. 185 (1976)   Cited 3,488 times   39 Legal Analyses
    Holding that Section 9(f) “contains a state-of-mind condition requiring something more than negligence”

  4. Alliance for the Wild Rockies v. Cottrell

    632 F.3d 1127 (9th Cir. 2011)   Cited 3,930 times   2 Legal Analyses
    Holding that a “serious questions” version of the sliding scale approach to preliminary injunctions survives Winter

  5. Marlyn Nutraceuticals, Inc. v. Mucos Pharma GmbH & Co.

    571 F.3d 873 (9th Cir. 2009)   Cited 2,192 times   6 Legal Analyses
    Holding that a motion for reconsideration should not be used to present evidence that should have been presented previously

  6. United States v. O'Hagan

    521 U.S. 642 (1997)   Cited 493 times   65 Legal Analyses
    Holding that under § 14(e), the SEC may prohibit "acts not themselves fraudulent under the common law or § 10(b), if the prohibition is reasonably designed to prevent acts and practices that are fraudulent" (internal quotation marks and alteration omitted)

  7. Edgar v. MITE Corp.

    457 U.S. 624 (1982)   Cited 771 times   22 Legal Analyses
    Holding that "matters peculiar to the relationships among or between the corporation and its current officers, directors, and shareholders" are a corporation's internal affairs

  8. Piper v. Chris-Craft Industries

    430 U.S. 1 (1977)   Cited 535 times   1 Legal Analyses
    Holding single statement in legislative history inadequate demonstration of congressional consent

  9. Dirks v. Securities & Exchange Commission

    463 U.S. 646 (1983)   Cited 404 times   173 Legal Analyses
    Holding that “insiders [are] forbidden” both “from personally using undisclosed corporate information to their advantage” and from “giv[ing] such information to an outsider for the same improper purpose of exploiting the information for their personal gain”

  10. Neubronner v. Milken

    6 F.3d 666 (9th Cir. 1993)   Cited 793 times
    Holding that Rule 9(b)'s purpose is "to prevent the filing of a complaint as a pretext for the discovery of unknown wrongs" and finding the Section 20A insufficiently pled because it lacked "facts [such] as the times, dates, places" or "allegations on information and belief . . . [to] state the factual basis for the belief"

  11. Section 78n - Proxies

    15 U.S.C. § 78n   Cited 1,628 times   19 Legal Analyses
    Incorporating § 78m(d) by reference

  12. Section 212 - Voting rights of stockholders; proxies; limitations

    Del. Code tit. 8 § 212   Cited 46 times   3 Legal Analyses
    Giving corporate stockholders right to vote by proxy

  13. Section 240.14e-3 - Transactions in securities on the basis of material, nonpublic information in the context of tender offers

    17 C.F.R. § 240.14e-3   Cited 95 times
    Prohibiting purchase or sale of securities by anyone who has nonpublic, material information about a tender offer if anyone has commenced or taken substantial steps toward the making of a tender offer

  14. Section 240.14d-100 - [Effective until 7/1/2024] Schedule TO. Tender offer statement under section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

    17 C.F.R. § 240.14d-100   Cited 38 times

    Securities and Exchange Commission, Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. ______)* _______________________________ (Name of Subject Company (issuer)) _______________________________ (Names of Filing Persons (identifying status as offeror, issuer or other person)) _______________________________ (Title of Class of Securities) _______________________________ (CUSIP Number of Class of Securities)

  15. Section 240.14d-1 - Scope of and definitions applicable to Regulations 14D and 14E

    17 C.F.R. § 240.14d-1   Cited 36 times

    (a)Scope. Regulation 14D (§§ 240.14d-1 through 240.14d-101 ) shall apply to any tender offer that is subject to section 14(d)(1) of the Act (15 U.S.C. 78n(d)(1) ), including, but not limited to, any tender offer for securities of a class described in that section that is made by an affiliate of the issuer of such class. Regulation 14E (§§ 240.14e-1 through 240.14e-8 ) shall apply to any tender offer for securities (other than exempted securities) unless otherwise noted therein. (b) The requirements

  16. Section 240.14e-1 - Unlawful tender offer practices

    17 C.F.R. § 240.14e-1   Cited 32 times   1 Legal Analyses

    As a means reasonably designed to prevent fraudulent, deceptive or manipulative acts or practices within the meaning of section 14(e) of the Act, no person who makes a tender offer shall: (a) Hold such tender offer open for less than twenty business days from the date such tender offer is first published or sent to security holders; provided, however, that if the tender offer involves a roll-up transaction as defined in Item 901(c) of Regulation S-K (17 CFR 229.901(c) ) and the securities being offered

  17. Section 240.14d-10 - Equal treatment of security holders

    17 C.F.R. § 240.14d-10   Cited 22 times
    Requiring that consideration paid to any security holder pursuant to the tender offer be the highest consideration paid to any other security holder during the tender offer.

  18. Section 240.14d-3 - Filing and transmission of tender offer statement

    17 C.F.R. § 240.14d-3   Cited 11 times
    Requiring that the Tender Offer Statement on Schedule TO be filed with the SEC and delivered to stockholders

  19. Section 240.14e-2 - Position of subject company with respect to a tender offer

    17 C.F.R. § 240.14e-2   Cited 9 times

    (a)Position of subject company. As a means reasonably designed to prevent fraudulent, deceptive or manipulative acts or practices withing the meaning of section 14(e) of the Act, the subject company, no later than 10 business days from the date the tender offer is first published or sent or given, shall publish, send or give to security holders a statement disclosing that the subject company: (1) Recommends acceptance or rejection of the bidder's tender offer; (2) Expresses no opinion and is remaining

  20. Section 240.14d-4 - Dissemination of tender offers to security holders

    17 C.F.R. § 240.14d-4   Cited 9 times

    As soon as practicable on the date of commencement of a tender offer, the bidder must publish, send or give the disclosure required by § 240.14d-6 to security holders of the class of securities that is the subject of the offer, by complying with all of the requirements of any of the following: (a)Cash tender offers and exempt securities offers. For tender offers in which the consideration consists solely of cash and/or securities exempt from registration under section 3 of the Securities Act of 1933

  21. Section 229.1000 - (Item 1000) Definitions

    17 C.F.R. § 229.1000   Cited 7 times

    The following definitions apply to the terms used in Regulation M-A (§§ 229.1000 through 229.1016 ), unless specified otherwise: (a)Associate has the same meaning as in § 240.12b-2 of this chapter; (b)Instruction C means General Instruction C to Schedule 13E-3 (§ 240.13e-100 of this chapter) and General Instruction C to Schedule TO (§ 240.14d-100 of this chapter); (c)Issuer tender offer has the same meaning as in § 240.13e-4(a)(2) of this chapter; (d)Offeror means any person who makes a tender offer

  22. Section 240.14d-5 - Dissemination of certain tender offers by the use of stockholder lists and security position listings

    17 C.F.R. § 240.14d-5   Cited 5 times

    (a)Obligations of the subject company. Upon receipt by a subject company at its principal executive offices of a bidder's written request, meeting the requirements of paragraph (e) of this section, the subject company shall comply with the following sub-paragraphs. (1) The subject company shall notify promptly transfer agents and any other person who will assist the subject company in complying with the requirements of this section of the receipt by the subject company of a request by a bidder pursuant