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A Study of Proxy Contests*

A Study of Proxy Contests* 2025

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The paper by Peter Dodd and Jerold B. Warner analyzes proxy contests for board seats among firms listed on the New York and American Stock Exchanges from 1962 to 1978. It finds that while dissident shareholders often fail to gain majority control, they do secure some seats in over half of the contests. The study reveals a statistically significant positive share price performance associated with proxy contests, contradicting earlier claims that such contests are ineffective. The findings suggest that proxy contests can enhance shareholder value by improving corporate governance, even when dissidents do not achieve full control.

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Which of the following defines a proxy contest?

A proxy contest is a tactic frequently used by a party attempting a hostile takeover or a dissident group of stockholders to replace a companys existing board of directors with new directors that support the potential acquirers or dissident stockholders agenda and objectives.

What is meant by proxy contest?

A proxy fight also called a proxy contest or a proxy battle happens when a shareholder or group of shareholders attempts to influence the outcome of a corporate vote. This typically happens when shareholders want to take over a corporation by replacing upper management or even the board of directors.

What is the main goal of a proxy fight?

A proxy fight in mergers and acquisitions (MA) occurs when shareholders use their voting power to influence the outcome of a corporate transaction. Heres an overview: Trigger by MA activity: Shareholders dissatisfied with an MA deal or company management may initiate a proxy fight to block or alter the transaction.

What is an example of a proxy contest?

One of the most high-profile proxy contests in recent history involved Procter Gamble (PG) and the activist investor Nelson Peltz of Trian Partners. In 2017, Peltz sought a seat on PGs board, arguing that the company needed to restructure to improve its performance.

Who initiates a proxy contest?

An acquiring company, frustrated by the takeover defenses of the management, may initiate a proxy fight to 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.

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Is a proxy fight a hostile takeover?

A tender offer and a proxy fight are two methods for achieving a hostile takeover. Target companies can use certain defenses, such as a poison pill or a golden parachute, to ward off hostile takeovers.

What is an example of a proxy fight?

Example of a Proxy Fight On May 3, 2008, Microsoft withdrew its offer, and less than two weeks later, billionaire Carl Icahn launched an effort to replace Yahoos board of directors through a proxy contest. The offers that appear in this table are from partnerships from which Investopedia receives compensation.

A Study of Proxy Contests* 2025

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Which of the following defines a proxy contest?

What is meant by proxy contest?

What is the main goal of a proxy fight?

What is an example of a proxy contest?

Who initiates a proxy contest?

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