United States securities and exchange commission logo
January 6, 2021
Timothy M. Archer
Chief Executive Officer
Lam Research Corporation
4650 Cushing Parkway
Fremont, CA 94538
Re: Lam Research
Corporation
Annual Report on
Form 10-K
Filed August 18,
2020
File No. 000-12933
Dear Mr. Archer:
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.
Annual Report on Form 10-K filed August 18, 2020
Item 1A. Risk Factors, page 14
1. We note that your forum
selection provision identifies the Court of Chancery of the State
of Delaware as the
exclusive forum for certain litigation, including any derivative
action. In future
filings, please add a risk factor related to this provision and disclose
whether this provision
applies to actions arising under the Securities Act or Exchange
Act. In that regard, we
note that Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all
suits brought to enforce any duty or liability created by the Exchange
Act or the rules and
regulations thereunder, and 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. If
the provision applies
to Securities Act claims, please include disclosure in future filings
that there is
uncertainty as to whether a court would enforce such provision and that
investors cannot waive
compliance with the federal securities laws and the rules and
regulations thereunder.
Timothy M. Archer
Lam Research Corporation
January 6, 2021
Page 2
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 Dave Edgar, Staff Accountant, at (202) 551-3459 or
Christine Dietz,
Senior Staff Accountant, at (202) 551-3408 if you have questions regarding
comments on the
financial statements and related matters. Please contact Jeff Kauten, Staff
Attorney, at (202)
551-3447 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
FirstName LastNameTimothy M. Archer Sincerely,
Comapany NameLam Research Corporation
Division of
Corporation Finance
January 6, 2021 Page 2 Office of
Technology
FirstName LastName