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Goldman Sachs board asks shareholders to vote down written-consent proposal

Goldman Sachs Group Inc. asked shareholders to vote down a proposal, in their annual shareholders' meeting on May 2, that would allow shareholders to authorize actions by written consent.

Shareholder activist John Chevedden argued in his proposal that the 25% threshold for shareholders to call a special meeting may be unreachable due to time constraints and various technicalities involved. He also argued that allowing shareholders to act by written consent would give the board a greater incentive to oversee various legal and regulatory issues more effectively and prevent them from occurring again. Chevedden, who has put forward similar proposals at other companies, argued that shareholders would likely not need to use the right of written consent because its very existence would ensure that the company was better overseen.

Goldman Sachs' board said the proposal, if approved, would promote short-term thinking among shareholders and allow special interests to prevail as the board could be denied an opportunity to suggest alternative proposals. The company also argued that shareholders could exploit the process by soliciting multiple written consents that could be duplicative or contradictory.