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

Vanderbilt Law Review

Proxy contests have reemerged recently as an important part of the market for corporate control. After years of indifference to corporate elections, dissident shareholders have turned once again to the ballot 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 who can …