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Elliot owns 4.5% of Hess.
The hedge fund singled out Hess’s board, which it said was packed with cronies of the founding family, like Thomas H. Kean, the former governor of New Jersey, and Samuel A. Nunn, a former United States senator from Georgia.
Elliott put together its own slate of directors, including Rodney F. Chase, a former deputy chief executive of BP, and Harvey Golub, the former chief of American Express. And it called for what is essentially a breakup of the company, into an international oil exploration concern and a domestic driller.
Late on Wednesday, the two sides began discussing what Elliott considered an olive branch, according to people briefed on the matter who were not authorized to speak publicly about the talks. The hedge fund was already confident that it would win the vote: one of its preliminary counts had about 148 million votes cast in its favor, versus about 132 million for Hess.
The two sides huddled separately for hours at the Four Seasons hotel near Hess’s offices here, these people said. Hess and its advisers, including Goldman Sachs, the law firm Wachtell, Lipton, Rosen & Katz and the proxy soliciting firm Mackenzie Partners, commandeered the hotel bar and the nearby business center. Elliott and its group, including the law firm Paul, Weiss and the proxy solicitor Okapi Partners, operated largely from a conference room one floor above.
One of the lawyers working for Elliott was Samantha Lipton, the daughter of a Wachtell co-founder, Martin Lipton.
By dawn, the two sides had largely negotiated an agreement. And hours later, what some advisers had expected to be a tense, fractious shareholder meeting instead passed quickly and quietly. QUOTE
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