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corresp

December 2, 2010

VIA EDGAR

Michele Anderson, Chief

Perry J. Hindin, Special Counsel

United States Securities and Exchange Commission

Office of Mergers & Acquisitions

One Station Place

100 F Street, NE

Washington, DC 20549-3628

    Re:

    Lions Gate Entertainment Corp.

Preliminary Proxy Statement on Schedule 14A filed December 2, 2010

File No. 001-14880

Dear Ms. Anderson and Mr. Hindin:

          Following up on our conversations with you of November 30 and December 1, 2010, we wish to
inform you that our client Lions Gate Entertainment Corp. (the “Company”) filed its proxy
statement in preliminary form this morning. You should receive hard copies of this preliminary
proxy statement this morning together with blacklines showing the limited changes from the proxy
statement filed by the Company on November 19.

          We write this letter to respectfully request that the Commission exercise its authority under
Rule 14a-6(a) of the Exchange Act to shorten, upon a showing of good cause, the 10 calendar day
period between the filing of the preliminary proxy statement and the mailing of the definitive
proxy statement. The Company believes that good cause exists in this case

because if the 10 day period applies, the Company would need to postpone the previously
announced December 14 date of its annual meeting1 and, as we have discussed and
expressed in our letters dated November 24 and December 1 and further explain below, the Company
believes that it will be severely prejudiced if it is required to change the date of its annual
meeting. Moreover, the Company believes that that no shareholder of the Company will be harmed by
the Company’s holding the meeting on December 14.

          Mailing the definitive proxy statement on December 6 will allow the Company to hold its annual
meeting as scheduled on December 14 and avoid the severe prejudice that would be caused by delay.
Thus, with the Staff’s permission, the Company’s intention is to commence printing its proxy
statement in definitive form over the weekend so that it can be mailed to Company stockholders on
December 6. As the Company prominently discloses in the preliminary proxy statement it filed this
morning, the Company will distribute new, blue-colored proxy cards with the definitive proxy
statement and will not count any white proxy cards that are completed by shareholders.

          Some of the adverse consequences to the Company and its shareholders of postponing its annual
meeting are as follows:

    •

    The Company would violate Canadian law and be prejudiced in legal
proceedings in Canada. As we have discussed, the Company is required to hold
its annual meeting by December 15, 2010 under British Columbia law.

    British Columbia law also empowers certain constituents, including any
shareholder, to request that a court impose a compliance order upon a company
that is contravening or is about to contravene British Columbia law, which
compliance order may direct the Company to refrain from violating British
Columbia law, enjoin the Company from selling or receiving property, rights or
interests, and contain any other order that the court considers
appropriate.2 The Company believes that if the Commission requires
the Company to postpone its annual meeting, it is highly likely that Carl Icahn
or others would seek such relief.

    British Columbia law also allows a court on its own motion or on a motion of a
stockholder to schedule a meeting at the requesting party’s timing and to
dispense with the procedural requirements of the Company’s organizational
documents (such as quorum, conduct of the meeting, etc.).3 The
Company believes that it is highly likely that Carl Icahn or others would seek
such relief as well.

    Carl Icahn is currently appealing a final order issued by the Supreme Court of
British Columbia on November 1 dismissing litigation initiated by Carl Icahn

    1

    If the ten calendar day rule were to apply,
the Company would not be permitted to mail its definitive proxy statement or
solicit proxy cards until the day before the scheduled annual meeting.

    2

    Business Corporations Act of British
Columbia, Section 228.

    3

    Business Corporations Act of British
Columbia, Section 186.

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    against the Company and awarding costs to the Company. The Company believes
that a finding that it is in violation of Canadian law would be highly
prejudicial to the Company in these proceedings.4

    The Company also believes that holders of many of its shares are in favor of the
Company maintaining its annual meeting date and would likely strongly oppose any
attempt by the Courts to move the meeting.

    •

    Canadian Courts have rejected a request that the Company hold its annual
meeting after the 15-month deadline. While as described above, the Canadian
courts can mandate a different meeting date, they have refused to do so for the
Company. Canadian courts have rejected requests by Carl Icahn that the Company
delay its annual meeting. Carl Icahn requested the British Columbia Court of
Appeal to require the Company to hold its annual meeting no earlier than
January 21, 2011. The Court of Appeal denied this request. In its denial of
the request, Mr. Justice Low stated that the Court “consider[s] in the best
interests of the company that its annual business be conducted in a timely and
orderly manner in the absence of compelling reason for delay.”5
Carl Icahn petitioned a panel of judges of the British Columbia Court of Appeal
to review this denial. After a hearing on November 15, 2010, Carl Icahn’s
petition for review was denied.

    •

    The Company will likely be prejudiced in legal proceedings in New York. The
Company is in litigation initiated by Carl Icahn in the New York State Supreme
Court.6 The Court expedited its schedule with some difficulty so
this matter could be heard and decided before the annual meeting on December 14
based on representations from the Company that it was required to hold its
annual meeting within 15 months of the prior year’s meeting. We believe that
the Company will likely be severely prejudiced if it were to return to the
Court and inform the Court that notwithstanding its representation it had in
fact delayed its meeting and that there had been no reason for the Court to
arrange its schedule on this timetable.

    •

    The Company would incur significant costs in moving the meeting. The
Company has already reserved event space for the annual meeting, secured
overnight accommodations for directors and Company representatives,

    4

    There is a provision in the Business
Corporation Act ostensibly permitting a British Columbia company to petition
the Registrar of Corporations to hold an annual general meeting on a date other
than as required under the Business Corporation Act. The Company’s Canadian
counsel is not aware of such a request ever having been made based on research
to date. The Company believes that it is unlikely that the Registrar would
grant such a request where the reason for such a request is a violation of U.S.
law and British Columbia courts have refused to extend the date of the meeting.
The Company also believes that any shareholder of the Company may obtain
relief in the British Columbia courts notwithstanding any finding of the
Registrar.

    5

    Icahn Partners LP v. Lions Gate Entertainment
Corp., Court of Appeal for British Columbia (Justice Low), November 5, 2010.

    6

    Carl C. Icahn et al. v. Lions Gate
Entertainment Corp., et al., Supreme Court of the State of New York (Yates,
J.), Index No. 651076/2010.

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    secured reservations for a board dinner and lunch and incurred other costs and
expenses in connection with the meeting, for which penalties will be imposed
upon cancellation. In addition, the Company’s directors, representatives and
others have purchased airline tickets and made other arrangements to attend the
meeting on December 14, which would need to be rearranged if the meeting is
postponed.

    •

    Shareholders who purchased shares before the record date to vote would be
harmed. The Company announced the record date on November 5th which provided
shareholders the ability to acquire shares from that time until the November
12th record date. Particularly, shareholders interested in the outcome of the
Company’s meeting could have purchased shares for the express purpose of voting
those shares at the meeting. Any such shareholders would be harmed if the
Company is required to set a new record date.

    •

    Postponing the meeting would result in substantial delay in shareholders’
ability to vote for directors. If the Company is required to file a
preliminary proxy and is not able to hold the annual meeting on or before
January 11, it would need to set a new record date for the annual meeting which
would significantly delay the date of the annual meeting and shareholders’
ability to vote for directors. In addition, the Company’s financial statements
would be over six months stale by the time of the vote for the Company’s
directors.

          In addition to the adverse consequences that postponing the meeting would have on the Company,
the Company believes that shareholders would not be harmed by holding the meeting as scheduled.
Specifically:

    •

    Shareholders have known the meeting date since November 8. Over three weeks
ago, on November 8, the Company announced on Form 8-K that it would hold its
annual meeting on December 14. Any shareholder wishing to commence a
solicitation in opposition could have done so starting on that date.

    •

    There is ample time before the meeting to solicit shareholders. The
Company’s stockholder base is highly concentrated, with the largest three
stockholders holding approximately 71% of its outstanding shares, the largest
15 stockholders holding approximately 85% of its outstanding shares and the
largest 30 stockholders holding approximately 96% of its shares. The Company’s
key stockholders may be contacted and solicited in a matter of days. Most of
the Company’s stockholders are large and sophisticated institutions that do not
vote until very close to the annual meeting date.

          In view of the significant harm that the Company believes will occur to the Company if it
postpones its annual meeting and the Company’s belief that no shareholder is prejudiced by the
meeting occurring on the currently announced and scheduled date of December 14, the Company
respectfully requests that the Commission exercise its authority under Rule

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14a-6 of the Exchange Act to permit, based on good cause shown in this case, the Company to
file and mail to its shareholders its definitive proxy statement on the morning of Monday, December
6. With the Staff’s permission, the Company’s intention is to commence printing its proxy
statement in definitive form over the weekend so that it can be mailed to Company stockholders on
December 6.

          Should you have any questions or comments regarding the foregoing, please do not hesitate to
contact the undersigned at (212) 403-1314.

Sincerely,

David E. Shapiro

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