United States securities and exchange commission logo
December 22, 2020
Giovanni Caforio, M.D.
Chairman of the Board and Chief Executive Officer
Bristol-Myers Squibb Company
430 E. 29th Street, 14FL
New York, NY 10016
Re: Bristol-Myers
Squibb Company
Form 10-K for the
Fiscal Year Ended December 31, 2019
Filed February 24,
2020
File No. 001-38533
Dear Mr. Caforio:
We have reviewed your filing and have the following comment. In
our comment, we
may ask you to provide us with information so we may better understand
your disclosure.
Please respond to the comment within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to the comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2019
General
1. We note that your forum
selection provision in Article 58 of your bylaws identifies
the Court of Chancery
of the State of Delaware (or, if the Court of Chancery lacks
jurisdiction, the
federal district court for the District of Delaware) as the exclusive forum
for certain litigation,
including any derivative action. In future filings, please
prominently describe
the provision, including the relevant forum for litigation and any
subject matter
jurisdiction carve out, and whether this provision applies to actions arising
under the Securities
Act or Exchange Act. If so, please also state that there is uncertainty
as to whether a court
would enforce such provision and include risk factor disclosure of
the risks to investors,
such as the increased costs to bring a claim and that the provision
may discourage claims
or limit investors' ability to bring a claim in a judicial forum that
they find favorable.
Further, if the provision applies to Securities Act claims, please also
state that investors
cannot waive compliance with the federal securities laws and the rules
and regulations
thereunder. In that regard, we note that Section 22 of the Securities Act
Giovanni Caforio, M.D.
Bristol-Myers Squibb Company
December 22, 2020
Page 2
creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce
any duty or liability created by the Securities Act or the rules and
regulations thereunder.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Jeff Gabor at 202-551-2544 or Mary Beth Breslin at
202-551-3625 if
you have questions regarding the comment.
FirstName LastNameGiovanni Caforio, M.D. Sincerely,
Comapany NameBristol-Myers Squibb Company
Division of
Corporation Finance
December 22, 2020 Page 2 Office of Life
Sciences
FirstName LastName