Proxy Fight


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Related to Proxy Fight: preemptive right, poison pill, tender offer

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 ?
Nowhere is this independence and willingness to challenge highlighted more than in the fact that I launched a proxy fight to retain my seat and maintain my voice in the company that is my life's work and passion.
250) For a hedge fund activist, an actual or threatened proxy fight is therefore direct, efficient, and as ultimately determinative as one of Napoleon's battles.
In essence, such action would both make proxy fights a lot easier and elect directors actually opposed by management.
The company chose to avoid a proxy fight and, at PW Eagle's annual meeting last month, the board was expanded from five members to seven.
Blue Water launched a proxy fight that grew particularly bitter as the dissident shareholders sent guards bearing sidearms to NetSol's offices, ejected the Ghauris and declared themselves in charge.
UtiliCorp also said it was mounting the proxy fight because of Quanta's "disappointing financial performance.
Not all corporate governance issues require the expensive proxy fights that occurred in the 1970's and 1980's.
64 (allowing deductions of proxy fight costs for individual shareholders under section 212); cf Dyer v.
Alternately, raiders who are able to raise enough capital to finance a cash tender offer often will initiate a proxy fight to help weaken management's defenses against their offer.
Taking National Starch private also reduced shareholder-related expenses such as reporting and disclosure requirements, proxy fights and derivative actions.
In addition, I want to make it very clear that I have retained the absolute right to conduct a proxy fight at Dell.