Pershing Square Activist Presentation Deck
Allergan's Written Consent Provision Provides the
Illusion of Shareholder Rights
► 25% of the company's shares are required to request a record date to
act by written consent
► Similar unduly onerous disclosure requirements (with ongoing duty to
update) for requesting a record date as those to request a special
meeting
► Action by written consent cannot cover "Similar Items" considered at
a meeting in the previous 12 months, including the election of
directors, or any business to be presented at a meeting to be held
within 90 days
▸ No consents can be dated or delivered until 90 days after delivery of
the request for a record date
► Stockholders cannot act by written consent if the Allergan board calls
a meeting to present a substantially "Similar Item"
A special meeting will allow shareholders to remedy these
problematic governance provisions as quickly as possible
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