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Influential proxy firms kick back at activists’ demands for Brent Saunders to give up his chairman’s title at Allergan

Brent Saunders

After saving Bristol-Myers Squibb last week from the embarrassing disaster of seeing its $74 billion Celgene buyout go south, the proxy advisory firms Institutional Shareholder Services and Glass Lewis are back at it today protecting Allergan CEO Brent Saunders in his fight to preserve his control of both the CEO and chairman titles.

Billionaire and Appaloosa chief David Tepper has been raising a ruckus about the state of affairs at Allergan $AGN, which has pushed Saunders to loosen up and add ex-Celgene chief Bob Hugin to the board, with special influence over M&A strategy. But Saunders has drawn the line on his dual roles, saying any split with an independent chairman can come when he steps down.

David Tepper

In a statement, Allergan said that ISS had noted the recent changes and concluded “there are no significant concerns regarding the board’s current leadership structure sufficient to suggest that an immediate split of the CEO and chairman roles is warranted at this time rather than at the next CEO transition. As such, support for this proposal is not warranted.”

As for Glass Lewis, they’re happy with phasing in a split between the two titles.

Bob Hugin

We have yet to hear back from Appaloosa, which has dismissed Saunders’ moves as “meaningless” and inadequate for a company which has seen its share price suffer badly in recent months. It’s unlikely Tepper will change his tune now, but with these two influential firms behind him, Saunders can count on a considerable number of shares in his corner.

The annual meeting is slated for May 1.


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Research Scientist - Immunology
Recursion Pharmaceuticals Salt Lake City, UT
Director of Operations
Atlas Venture Cambridge, MA

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