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Universal Appeal: Pershing Square’s Recent Battle with ADP and its Implications for the Use of Universal Proxy Cards in Canada

February-6-2018

Lawyer Dan Eitutis, Jonathan Feldman, Michael Partridge
Area Shareholder Rights and Activism

Summary

In November 2017, Bill Ackman and his hedge fund Pershing Square Capital Management, L.P. (“Pershing Square”) lost a high-profile proxy battle against ADP, LLC (“ADP”). After disclosing Pershing Square had acquired an 8% interest in ADP, Ackman launched a proxy campaign to obtain three seats on the ten-person ADP board. During the campaign, Pershing Square suggested both sides use a “universal proxy card,” which is a single form of proxy listing all director candidates, regardless of whether they are nominated by management or the dissident shareholders. This article will explain the concept of universal proxies, provide examples of their use, consider the debate surrounding their use and outline positions held on the matter by various organizations.

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