Jurisprudence Commons^™

Judicial Review Of Defensive Tactics In Proxy Contests: When Is Using A Rights Plan Right?, Randall Thomas

Vanderbilt Law School Faculty Publications

Proxy contests1 have reemerged recently as an important part of the market for corporate control. After years of indifference to corpo- rate elections, dissident shareholders have turned once again to the bal- lot box as a means of removing unwanted management. In a surprisingly large number of these battles, the challengers have succeeded in getting all or much of what they wanted." The resurgence of proxy contests has sparked renewed interest by incumbent managements in developing powerful new defensive tactics in corporate elections. Incumbents' time-honored campaign strategies, such as switching the annual shareholders' meeting date, or restricting the potential candidates …