Aproxy fight,proxy contest orproxy 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 theirproxy 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 anagent 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 thebylaws. As a result, most proxy fights are unsuccessful; except those waged more recently byhedge 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
An acquiring company, frustrated by thetakeover defenses of the management, may initiate a proxy fight to install a more compliant management of the target.
Internal opponents to an impending takeover (viewing it will cut value or add much risk) may enter into a proxy fight. Such took place withinHewlett-Packard, beforeCarly Fiorina's management of that company in 2002 took overCompaq.[5]
Absent any looming takeover, proxy fights emerge from shareholders unhappy with management, with or without legal and equitablederivative suit grounds, as withCarl Icahn's effort in 2005–06 to oust most of the board ofTime Warner.[6]
An early history of proxy fighting, detailing such 1950s battles as the fight for control of some of the largest U.S. corporations, including theBank of America and theNew York Central Railroad, can be found inDavid Karr's 1956 volume,Fight for Control.
Due to their out-sized influence with many institutional investors,proxy advisors play a key role in many proxy fights. In many cases, the proxy firms end up determining the result of the contest.[7] The Securities Exchange Act of 1934 also gave theSecurities and Exchange Commission (SEC) the power to regulate the solicitation of proxies.[8]: 4 Some of the rules the SEC has since proposed, like the universal proxy, have been controversial because opponents have suggested that they would increase the amount of proxy fights.[8]: 61
