Proxy Fight

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Proxy fight

Often used in risk arbitrage. Technique used by an acquiring company to attempt to gain control of a takeover target. The acquirer tries to persuade the shareholders of the target company that the present management of the firm should be ousted n favor of a slate of directors favorable to the acquirer, thus enabling the acquiring company to gain control of the company without paying a premium price.

Proxy Fight

Competition of outside group with management for stockholders' proxies in order to accumulate votes to elect a new board of directors.

Proxy Fight

A situation in which two investors (usually two companies) compete with one another in the attempt to gain the proxy votes of shareholders in a third company. The two investors engage in the proxy fight because both wish to have enough proxy to elect a new board of directors that will effectively do whatever the investor wants. The winner of a proxy fight, if any, is able to control the third company through the board of directors and does not need to directly acquire it, though many often do anyway.

proxy fight

A contest among two or more opposing forces to solicit stockholders' proxies and, in effect, to gain control of the firm through the election of directors. It is usually quite difficult to wrest control from the existing management through a proxy fight, but the tactic has been used, for example, by some suitors in takeover attempts.
References in periodicals archive ?
Corresponding to the first, the second and the fourth rule amendments, as expected, the occurrence rate as measured by the number of listed companies with proxy contests divided by the number of listed companies--lowered respectively from 0.
Commenter requests that the Board hold a public hearing to give Comenter the opportunity to question First Mariner and to obtain additional information about Commenter's alleged violations of law in connection with the proxy contest discussed above.
The initial data sample contains all target firms that received tender offers for control or experienced proxy contests for board seats from 1978 to 1985.
Factors Which Have Increased The Use of Proxy Contests
Fifty-five companies which have had proxy contests for control during the period 1970 to 1986 were selected for inclusion in the study.
As our intention is to act in the best interests of all our shareholders and avoid a third consecutive costly and disruptive proxy contest, our Board has authorized us to make this offer to provide an efficient exit of Biglari Holdings' position.
Similarly, Mulherin and Poulsen's |10~ evidence suggests that significant improvements in firms' accounting performance subsequent to proxy contests depends on the presence of a takeover bid at the time of dissident activity.
For these reasons, among others, our Board unanimously decided not to nominate Goldstein to our Board, despite his threats to conduct this expensive proxy contest and related litigation.
In past proxy contests against other closed-end funds, the Dissident has claimed a fund's poor performance and/or persistent deep discount as reasons for rejecting legitimate shareholder value proposals by target fund boards.
NEW YORK -- In its comprehensive review of the annual meetings, shareholder initiatives and proxy contests of 2005, Georgeson Shareholder found that for the second consecutive year, after several years of explosive growth, the total number of shareholder proposals has decreased along with the number of contested solicitations.
Gaffney previously worked as a Senior Vice President at Georgeson Shareholder Communications for sixteen years during which time he worked with clients on a range of shareholder communication projects, including tender and exchange offers, proxy contests, annual meetings, stock surveillance, post-merger clean-up services and odd-lot tender offers.
Additionally he helped develop ISS's Voting Guidelines, oversaw the development of the ISS custom research team and wrote the analysis and vote recommendations for numerous controversial issues including proxy contests and mergers.