Alison S. Ressler

Ressler is representing Valeant Pharmaceuticals International Inc. is its unsolicited offer to acquire Allergan Inc. for approximately $53 billion.

The transaction has been very contentious, Ressler said.

"Discussion of the deal and tactics employed has been a hot topic in financial and legal circles," she added, "as well as with the media and there has been controversial litigation initiated in both Delaware and now in California."

As a corollary to the deal, this year Valeant agreed to sell all the rights to its dermatology products, Restylane, Perlane, Emervel, Sculptra and Dysport, to Nestle S.A. for $1.4 billion in cash.

That disposition eliminated overlap with existing Allergan products.

But there remain obstacles to closing the deal.

"Allergan has maintained that Valeant's attempt to acquire Allergan undervalues it," Ressler said.

This position reflects "bad governance," she added, "as shareholders appear to support the combination."

Meanwhile, she added, "We can't close because of obstacles Allergan has in place, including a poison pill."

Meanwhile, Pershing Square Capital Management, Allergan's largest shareholder, has been trying to call a special meeting that could lead to the possibility of removing a number of Allergan's board of directors.

"We think that a new board would be more receptive to negotiations," Ressler said.

She added, "This has been a particularly bitter war and has been more difficult than anticipated, given the intransigence of the Allergan board."

For Ressler's part, she said, "We have to anticipate all of these things and respond incredibly quickly and think multiple steps ahead when we are in a situation like this."

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