Pershing Square Activist Presentation Deck
ISS Supports Special Meeting and Written Consent Rights as
Important Tools for Empowering Shareholders to Respond to
Attractive Offers
ISS 2014 US Proxy Voting Guidelines:
"In terms of day-to-day governance, shareholders may lose an important right-
the ability to remove directors or initiate a shareholder resolution without having to
wait for the next scheduled meeting-if they are unable to call a timely special
meeting. Shareholders could also be powerless to respond to a beneficial offer if
a bidder cannot call a special meeting.
Over the past few years...companies have responded to shareholder resolutions
seeking the right to call special meetings by offering management proposals with
stricter requirements... Such restrictions can be used as anti-takeover devices-
impeding the removal of incumbent board members or delaying a takeover
attempt of the company-and, therefore, run counter to the stated intention of
allowing shareholders to call special meetings."
"Limitations on written consent are clearly contrary to shareholder interests...
Beneficial tender offers may also be precluded because of a bidder's inability to
take action by written consent."
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