Proxy Fight

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Related to Proxy Fights: Proxy contest

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 ?
While you have stated to us that a proxy fight would be "debilitating" for the company you have steadfastly refused to allow Eastbourne and us to meet with you together to discuss just how to avoid the "debilitating" proxy fight.
The District Court allowed the deduction for all expenses of the proxy fight because the expenses "were incurred for the benefit of all stockholders in the good faith belief on the part of management that it was in the best interests of all stockholders successfully to resist Belknap's attempt to unseat the incumbent Board and to replace it with Belknap's slate.
In fact, the threat to sell actually sounds more credible than the threat to mount a proxy fight, because a proxy fight is a costly and risky thing for a large shareholder," said Admati.
Less radical but often more powerful, shareholder proposals, proxy fights, and quiet negotiations moved to the cutting edge.
The position of "Lead Director" was created in response to Ranger's request to meet with the "Independent" Directors in the second proxy fight.
May 13 /PRNewswire/ -- A shareholder group has received what it terms "significant support" in its proxy fight with the management of Jefferson-Pilot Corp.
Management vigorously opposes the hostile Proxy fight takeover attempt by a 56-year old German-born Florida stockbroker, who belatedly informed the SEC he controls 6.
These include tender offers, proxy fights, consent solicitations, bankruptcies, and reorganizations.
The firm is particularly experienced in offering advisory and execution services in corporate control contests such as tender offers, proxy fights, consent solicitations, bankruptcies, reorganizations and other complex financial transactions.
At least in Delaware, takeover defenses generally do not work against proxy fights.
In essence, such action would both make proxy fights a lot easier and elect directors actually opposed by management.