TEXT-EXTRACT 2 filename2.txt 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