retail - michelmores · retail services for the development and printing of photograph including...

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February 28, 2018 Bradley P. Goldberg Simpson Thacher & Bartlett LLP [email protected] Re: Blue Buffalo Pet Products, Inc. Dear Mr. Goldberg: This letter is in regard to your correspondence dated February 28, 2018 concerning the shareholder proposal (the “Proposal”) submitted to Blue Buffalo Pet Products, Inc. (the “Company”) by Calvert U.S. Large Cap Core Responsible Index Fund (the “Proponent”) for inclusion in the Company’s proxy materials for its upcoming annual meeting of security holders. Your letter indicates that the Proponent has withdrawn the Proposal and that the Company therefore withdraws its January 26, 2018 request for a no-action letter from the Division. Because the matter is now moot, we will have no further comment. Copies of all of the correspondence related to this matter will be made available on our website at http://www.sec.gov/divisions/corpfin/cf-noaction/14a-8.shtml. For your reference, a brief discussion of the Division’s informal procedures regarding shareholder proposals is also available at the same website address. Sincerely, M. Hughes Bates Special Counsel cc: Stu Dalheim Calvert Research & Management [email protected]

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Page 1: Retail - Michelmores · retail services for the development and printing of photograph including trade mark licences, co-branding agreements, specific outsourcing arrangements and

Retail

Page 2: Retail - Michelmores · retail services for the development and printing of photograph including trade mark licences, co-branding agreements, specific outsourcing arrangements and
Page 3: Retail - Michelmores · retail services for the development and printing of photograph including trade mark licences, co-branding agreements, specific outsourcing arrangements and

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We love Retail The retail landscape is changing rapidly, making it one of the most interesting, and at the same time challenging, industry sectors. Our dedicated Retail team offers retail-specific knowledge, helping you to transform challenges into opportunities and keep you on the right track.

We act for a range of top UK and international retail brands across a variety of specialisms – from fashion, to homeware, technology to toys. Our Retail team offers a full range of legal services in areas such as:

As a top 100 law firm with offices in London, Exeter and Bristol we provide a cost-effective and high-quality service.

• Acquisitions and disposals • Investments• HR• Commercial contracts• Outsourcing and IT• E-commerce

• Data protection• Store leases• Intellectual property• Joint ventures• Share schemes• Tax and Insurance

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We are more than just lawyers Our retail experience is enhanced by the Chairman of our Board, Nigel Hall, who held senior executive positions at the Burton Group plc and was CFO at Arcadia Group plc from 1998 to 2003. Nigel is currently Senior Independent Director of C&J Clark Limited.

Our cutting edge retail conferences and seminars bring you the latest knowledge impacting on the sector. Bill Grimsey, former CEO of Wickes and Focus DIY, has presented at one of our retail seminars, ‘The changing face of retail as customers move online’.

We also provide regular bite-sized updates on developments in the market via e-newsletters, keeping you informed and industry-aware.

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Legal update seminars We can offer training sessions at your premises or ours on the latest issues that might be affecting your business. Previous topics have included the Modern Slavery Act, data protection, Consumer Rights Act, Bribery Act, contract law, health & safety, anti-money laundering and financial crime compliance.

Legal hotline We provide a dedicated line which retail clients can call during normal office hours for minor queries.

Events We regularly host events at our London, Exeter and Bristol offices on topical retail issues, providing great networking opportunities and a forum for discussion between directors and senior managers from high profile retail companies.

Legal knowledge Benefit from regular monthly emails to keep you informed of all the latest retail news and legal updates.

If you would like to be included in our mailing list for legal updates, events or seminars please let us know.

Page 6: Retail - Michelmores · retail services for the development and printing of photograph including trade mark licences, co-branding agreements, specific outsourcing arrangements and

Stephen Newson (assisted by Philip Parrott) has been our key property

adviser since Autumn 2014. Stephen and his team have acted on our behalf in taking leases of over 20 new stores nationwide since that time plus several relocations, as well as negotiating a concession lease platform for the introduction of Jessops concessions at over 10 Sainsbury stores. We value Stephen and Philip’s understanding of our business requirements and their ability to manage the time critical legal aspects associated with new store openings

Scott Worger, Retail Operations Director, Jessops

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Page 7: Retail - Michelmores · retail services for the development and printing of photograph including trade mark licences, co-branding agreements, specific outsourcing arrangements and

Our experience

We advised on the management buyout of Calendar Club (the UK’s largest seasonal ‘pop up’ retailer) from the Otter House Group. Subsequently we acted for the company on a share reorganisation and restructuring of its property portfolio. Calendar Club operates from around 300 pop up shops selling calendars and diaries as well as online.

We advise CDS (Superstores International) Limited (t/a ‘The Range’) and subsidiary companies’ HR Teams in relation to ‘day to day case load’, formal training requirements, in/out/re-sourcing of back-office and warehousing requirements throughout the UK, and an expanding European operation.

We advised Aden & Anais, a US infant product brand, on a number of employment issues including drafting complex policy documents and resolving a number of sensitive employee matters.

We advised Seasalt on various legal issues including a competition law/intellectual property query concerning the use of keywords in relation to pay-per-click advertising.

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Page 8: Retail - Michelmores · retail services for the development and printing of photograph including trade mark licences, co-branding agreements, specific outsourcing arrangements and

We advise TOMY, a US/Japanese listed global toy business on its day to day operations, and assisted with its expansion into Russia and Eastern Europe, combatting sophisticated counterfeiting operations in SE Asia and negotiations with Amazon EU and Toys-R-Us.

We advised on the management-led buyout of The Gro Company. We also led negotiations with a Canadian patent holder to acquire US and Canadian patents and avert litigation. Gro-Group is an award winning and industry accredited manufacturer of safer sleep solutions for babies.

We advised Truprint on various commercial and IP matters in respect of their retail services for the development and printing of photograph including trade mark licences, co-branding agreements, specific outsourcing arrangements and manufacturing arrangements with supermarkets.

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We advised Wiggle on a number of IP and ICT contracts with key IT suppliers. These included contracts relating to packages software solutions from Oracle and systems integration of back, middle and front office services.

Page 9: Retail - Michelmores · retail services for the development and printing of photograph including trade mark licences, co-branding agreements, specific outsourcing arrangements and

We advised in relation to webstores operated on behalf of a major global consumer electronics brands. We advised on terms and conditions of sale, consumer protection law and distance selling, the distribution of ancillary insurance products, the application of consumer credit legislation and co-ordinated advice from our network of lawyers in over 30 jurisdictions.

We advised Jessops Retail Limited on the grant of leases of retail premises for over 20 new stores nationwide since autumn 2014, as part of a roll-out opening programme. Each lease negotiation had to be co-ordinated to meet the expectations of each landlord and comply with the fit-out programme.

We advised the Board of Haynes Publishing Group in relation to the substantial restructuring of various divisions within the group, in particular the downsizing of its illustrated books division and the transfer of its book distribution division to an external provider.

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Page 10: Retail - Michelmores · retail services for the development and printing of photograph including trade mark licences, co-branding agreements, specific outsourcing arrangements and
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www.michelmores.com

12th Floor 6 New Street Square London, EC4A 3BF

Tel: +44 (0) 20 7659 7660 Fax: +44 (0) 20 7659 7661

Broad Quay House Broad Quay Bristol, BS1 4DJ

Tel: +44 (0) 117 906 9300 Fax: +44 (0) 117 906 9301

Woodwater House Pynes Hill Exeter, EX2 5WR

Tel: +44 (0) 1392 688688 Fax: +44 (0) 1392 360563