On March 30, 2009, the Securities and Exchange Commission issued two identical no-action letters to Icahn Associates Corp. and Eastbourne Capital, L.L.C., two unaffiliated dissident shareholders of Amylin Pharmaceuticals, Inc., concerning the election of directors to the Amylin Board where each shareholder had submitted separate “short slates” of director nominees at the annual meeting.  “Short slates” refer to a dissident slate for less than a majority of the company’s board of directors.  In the no-action letters, the SEC took the view that each of the two unaffiliated dissident shareholders could “round out” its short slate of directors with the nominees from the slate of the other dissident shareholders, under an expansive interpretation of the “bona fide nominee” rule in Exchange Act Rule 14a-4(d).  This stance represents a significant change from the SEC’s prior position that authorized a soliciting shareholder to “round out” its short slate with company nominees only.  We detail the SEC’s analysis in the two no-action letters.