Proxy fight

Not to be confused with proxy war.

A proxy fight, proxy contest or proxy battle is an unfriendly contest for control over an organization. The event usually occurs when a corporation's stockholders develop opposition to some aspect of the corporate governance, often focusing on directorial and management positions. Corporate activists may attempt to persuade shareholders to use their proxy votes (i.e., votes by one individual or institution as the authorized representative of another) to install new management for any of a variety of reasons. Shareholders of a public corporation may appoint an agent to attend shareholder meetings and vote on their behalf. That agent is the shareholder's proxy.[1]

In a proxy fight, incumbent directors and management have the odds stacked in their favor over those trying to force the corporate change.[2] These incumbents use various corporate governance tactics to stay in power, including: staggering the boards (i.e., having different election years for different directors), controlling access to the corporation's money, and creating restrictive requirements in the bylaws. As a result, most proxy fights are unsuccessful; except those waged more recently by hedge funds, which are successful more than 60% of the time.[3] However, previous studies have found that proxy fights are positively correlated with an increase in shareholder wealth.[4]: 8 

  1. ^ Klein, Ramseyer, and Bainbridge. Business Associations: Cases and Materials on Agency, Partnerships, and Corporations. (7th Ed.) Foundation Press.
  2. ^ Webber, David H. (April 2018). The Rise of the Working-Class Shareholder: Labor's Last Best Weapon. Harvard University Press. pp. 46–47. ISBN 978-0-674-91946-4. Retrieved 15 November 2019.
  3. ^ Klein, April; Zur, Emanuel (2009). "Entrepreneurial Shareholder Activism: Hedge Funds and Other Private Investors". The Journal of Finance. 64: 187–229. doi:10.1111/j.1540-6261.2008.01432.x.
  4. ^ Hirst, Scott; Bebchuk, Lucian (2010-01-01). "Private Ordering and the Proxy Access Debate". The Harvard John M. Olin Discussion Paper Series. No. 653 (653). {{cite journal}}: |volume= has extra text (help)