Charles H. Johnson & Associates announces investigation of the acquisition by Perrigo Company plc of Elan Corporation, plc

MINNEAPOLIS, March 22, 2016 -- Charles H. Johnson & Associates announces that it has begun an investigation into the acquisition/inversion by Perrigo Company plc (formerly Perrigo Co., a Michigan corporation, “Perrigo”) of Elan Corporation, plc (“Elan”), pursuant to which Perrigo moved its corporate domicile from Michigan to Ireland.  On December 18, 2013, Perrigo announced that it had completed its acquisition of Elan.

The acquisition was structured as a “tax inversion” to substantially lower Perrigo’s tax rate on its foreign earnings by replacing the U.S. tax rates to which its foreign earnings were subject with the much lower Irish tax rate. 

Because it was structured as an inversion, the acquisition was treated as a taxable event as it was considered a sale by Perrigo shareholders of their shares, rather than a tax-free exchange as is typically the case in such transactions.  Many Perrigo shareholders who had held their stock for more than a year were forced to pay federal taxes at rates of 15% to 30% on their gains, in addition to state taxes. 

The investigation is looking into whether the Perrigo Board of Directors adequately represented the interests of Perrigo’s shareholders in connection with the Elan acquisition and, if not, whether such failure constituted a breach of fiduciary duty by the Perrigo Board of Directors and whether Perrigo or others aided and abetted such breach or violated other laws.

If you held Perrigo stock and were subject to capital gains or other taxes due to the Elan acquisition, or have any questions concerning this notice or your rights with respect to this matter, please contact:

            Jonathan R. Mencel, Esq. ([email protected])
            Law Offices of Charles H. Johnson, P.A.
            2599 Mississippi Street
            New Brighton, MN  55112
            (651) 633-5685