Nov 29, 2022 · 53 min · 10 segments
In our second episode of Evercore Edge – a special double-feature of our new thought leadership podcast – Bill Anderson interviews BlackRock’s Michelle Edkins, Teneo’s Gaby Sulzberger, Wachtell…
Bill AndersonHost
Sabastian NilesGuestGaby SulzbergerGuestMichelle EdkinsGuestZach OleksiukGuest
So we've had a couple of situations recently, and maybe I'll stick with you, Sebastian, for a minute more, is that, okay, in the old days, you had a proxy card, say a white card of the company with their candidates, and the activists would have their four folks on a gold card, and you'd make two decisions.
There was very little ability to mix and match unless you showed up at the meeting.
And it's also, with everyone on a menu, it's more likely, you think, to pick one of the activist candidates if you have a campaign.
But the other thing that's interesting, which really has struck going through these, some of the new ones, post-September 1 was when this UPC went effective, is the directors also realized that they're not just going to pick ISSRs, they're not just going to pick three new, they're going to say which three people to vote off the island.
And so making the case, if you will, for everyone on the board, because some will be targeted to leave, has that changed? I mean, I've seen tons of law firm memos saying the world is going to end.
You know, I think kind of stepping back a moment, the reality is, you know, we've been living proxy fights, contested situations, activism, hostile situation, you know, sort of for decades.
The reality is, and I had a director say this to me, and I said, that's right.
Universal proxy card means that all proxy fights now operate the way every business executive, director, and anyone who didn't live an actual proxy fight thought it worked, right? There's two competing slates and then people all sort of mix and match.
And ISS and Glass-Lewis right now will go through the composition and they will be required to say, which they never had to say before, not just do we want someone from the dissident slate or the company slate, but go individual by individual and make these recommendations.
I think, but in a serious way, and this is the point of sort of stepping back, you know, and Bill and Zach, you have sort of outlined this, right? The trajectory of heightened economic activism and ESG activism, you've got over a third of campaigns now are targeting large-cap companies.
So we've had a couple of situations recently, and maybe I'll stick with you, Sebastian, for a minute more, is that, okay, in the old days, you had a proxy card, say a white card of the company with their candidates, and the activists would have their four folks on a gold card, and you'd make two decisions.
There was very little ability to mix and match unless you showed up at the meeting.
And it's also, with everyone on a menu, it's more likely, you think, to pick one of the activist candidates if you have a campaign.
But the other thing that's interesting, which really has struck going through these, some of the new ones, post-September 1 was when this UPC went effective, is the directors also realized that they're not just going to pick ISSRs, they're not just going to pick three new, they're going to say which three people to vote off the island.
And so making the case, if you will, for everyone on the board, because some will be targeted to leave, has that changed? I mean, I've seen tons of law firm memos saying the world is going to end.
You know, I think kind of stepping back a moment, the reality is, you know, we've been living proxy fights, contested situations, activism, hostile situation, you know, sort of for decades.
The reality is, and I had a director say this to me, and I said, that's right.
Universal proxy card means that all proxy fights now operate the way every business executive, director, and anyone who didn't live an actual proxy fight thought it worked, right? There's two competing slates and then people all sort of mix and match.
And ISS and Glass-Lewis right now will go through the composition and they will be required to say, which they never had to say before, not just do we want someone from the dissident slate or the company slate, but go individual by individual and make these recommendations.
I think, but in a serious way, and this is the point of sort of stepping back, you know, and Bill and Zach, you have sort of outlined this, right? The trajectory of heightened economic activism and ESG activism, you've got over a third of campaigns now are targeting large-cap companies.
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