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Elliott Management and Hess Settle Proxy Battle

As reported by The New York Times "DealBook" and multiple other media sources, Paul, Weiss client Elliott Management reached a successful resolution of its proxy contest with Hess Corporation. Hess agreed to give Elliott, which holds a 4.5 percent stake in the company, three board seats (including representation on board committees) in exchange for Elliott's support of Hess's five director nominees. Nine new independent directors out of a total of 14 directors will join the Hess board. The three Elliott nominees who will be joining the board are Harvey Golub, former CEO of American Express, Rodney Chase, former Deputy CEO of BP, and David McManus, former Executive Vice President and head of International Operations of Pioneer Natural Resources. As part of the settlement agreement, the company also agreed to split the roles of chairman and CEO and the Hess family pledged to vote its shares in support of a stockholder proposal to declassify the board, which latter proposal was later confirmed at the annual meeting by a stockholder vote. Hess, a large, integrated oil and gas company with operations around the globe and a market capitalization of more than $24 billion, is the sixth largest company to be targeted in a proxy fight in the last 10 years. 

The Paul, Weiss team included corporate partners Robert Schumer, John Kennedy, Lawrence Wee, Steven Williams and Manuel Frey and counsels David Harris, Didier Malaquin and Edward So; employee benefits partner Lawrence Witdorchic; litigation partners Daniel Kramer, Stephen Lamb, Richard Rosen, Moses Silverman, Joseph Simons, Audra Soloway and Aidan Synnott and counsel Robert Kravitz; and tax partner Jeffrey Samuels and counsel Alyssa Wolpin.

May 16, 2013

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