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United States securities and exchange commission logo
December 7, 2020
James Foster
Chief Executive Officer
Charles River Laboratories International, Inc.
251 Ballardvale Street
Wilmington, Massachusetts
Re: Charles River
Laboratories International, Inc.
Form 10-K for the
Fiscal Year Ended December 28, 2019
Filed February 11,
2020
File No. 001-15943
Dear Mr. Foster:
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 this 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 this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 28, 2019, filed February
11, 2020
General
1. We note that section
5.8 of your by-laws contains an exclusive forum provision limiting
the resolution of
certain actions to state courts located within the State of Delaware (or, if
no state court located
within the State of Delaware has jurisdiction, the federal district
court for the District
of Delaware). In future filings, please clearly and prominently
describe the provision
in your disclosure, including any risks or other impacts on investors
related to the
provision. Risks may include, but are not limited to, increased costs to bring
a claim and that these
provisions can discourage claims or limit investors ability to bring
a claim in a judicial
forum that they find favorable. Please also tell us, and disclose in
future filings, whether
and to what extent this provision applies to claims arising under the
Securities Act or
Exchange Act. If so, please state that there is uncertainty as to whether a
court would enforce the
provision. If this provision applies to Securities Act claims,
please also disclose
that, by consenting to this by-law, investors cannot waive compliance
with the federal
securities laws and the rules and regulations thereunder. In that regard,
James Foster
Charles River Laboratories International, Inc.
December 7, 2020
Page 2
we note that Section 22 of the Securities Act 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.
Please contact Katherine Bagley at (202) 551-2545 or Erin Jaskot at
(202) 551-3442 with
any questions.
FirstName LastNameJames Foster Sincerely,
Comapany NameCharles River Laboratories International, Inc.
Division of Corporation
Finance
December 7, 2020 Page 2 Office of Trade &
Services
FirstName LastName