Advice on Proxy Contests

The frequency of proxy contests has risen 87% during the last 10 years, 112 2006-2010 vs 60 2001-2005 and 50% of dissidents have gained at least one board seat at listed companies.  According to an article by Warren S. De Wied of Wilson Sonsini Goodrich & Rosati,

The most common types of proxy contests are those seeking board representation or control by activist stockholders seeking short-term profits. The proxy contest serves as a tool to drive change, including:

  • Adding directors who are sympathetic to the activist’s goals or bring fresh perspectives to the board, orchestrating a change in executive management and securing other changes in corporate governance.
  • Catalyzing changes in strategy, changes in capital allocation, a sale or break-up of the company or other value-enhancing transactions.

The article goes on to provide practical advice for companies facing proxy contests. (Proxy Contests, Practical Law The Journal | November 2010, via

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