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Bloomberg Law Quotes Steve Wolosky and Elizabeth Gonzalez-Sussman on Using Universal Ballots for Corporate Board Battles

September 18, 2019

Bloomberg Law quoted Olshan Activist  Equity Investment Practice Co-Chair Steve Wolosky and partner Elizabeth Gonzalez-Sussman in an article titled “Investors Seek Common Ballot for Corporate Board Battles” on an investor panel’s recent recommendation to the SEC that companies and activist investors vying for board seats should list their nominees on a single, or universal, ballot to ensure a fair voting process. Currently, only in-person voters can mix and match their votes for director nominees from different ballots, but a universal ballot would grant shareholders voting remotely the same ability. The SEC has considered mandating universal ballots, and recent examples of their use could facilitate the process, should the agency decide to act. “It could only help to have practical examples to look to,” Ms. Gonzalez-Sussman said, referring to the first real use of a universal ballot in the U.S., in which Olshan represented shareholders of EQT Corporation in a landmark proxy contest where all of the company and dissident’s nominees appeared on their respective proxy cards. EQT agreed to a universal ballot after the Rice team filed a lawsuit over EQT’s requirement to receive consents to name the Rice team’s nominees on EQT’s card without providing similar consents for EQT’s nominees to be named on the Rice team’s card in order to nominate. “It’s a one-way consent,” Mr. Wolosky commented on the lack of fairness in the process, adding, “It should be reciprocal.”

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