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 ?
They then collected information about 1,029 proxy contests between 1996 and 2012-to examine their effects on incumbent CEOs' behavior.
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
We are clearly the standout firm for proxy contests and activist engagements at public companies and enjoy a stellar track record of success in representing our clients in activist campaigns.
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.
With the focus on governance issues, it should be no surprise that proxy contests over board seats and the occasional battle over a merger or other corporate restructuring are on the upswing.
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.
The 47 question survey covers proxy solicitation, proxy contests, public offerings, investor relations and communications, corporate governance, stockwatch and market surveillance, odd lot shareholder programs, foreign ownership surveys, knowledge of proxy advisory firms and call center operations.
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.