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New evidence on the effectiveness of the proxy mechanism

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  • Michael J. Fleming

Abstract

The proxy fight literature to date has focused exclusively on proxy fights that progress to a shareholder vote or near-shareholder vote stage. In contrast, this paper uses a sampling methodology which retains all cases where a proxy fight is threatened, whether or not a vote eventually occurs. Less than one half of threatened proxy fights ultimately result in a shareholder vote. Votes are avoided in three-fourths of dropped contests when the target firm agrees to be acquired, reaches a settlement with the dissident, or restructures to the dissident' s satisfaction. These avoided contests are associated with significant increases in target firm value, comparable to the increases observed when contests end with a shareholder vote. The increases in firm value are found to be highly concentrated among firms which are acquired subsequent to a threatened proxy fight, providing evidence that the threat of a proxy fight is most effective as a means of forcing the sale of target firms.

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Bibliographic Info

Paper provided by Federal Reserve Bank of New York in its series Research Paper with number 9503.

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Date of creation: 1995
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Handle: RePEc:fip:fednrp:9503

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Related research

Keywords: Corporations ; Consolidation and merger of corporations ; Stock - Prices;

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  1. Pound, John, 1988. "Proxy contests and the efficiency of shareholder oversight," Journal of Financial Economics, Elsevier, vol. 20(1-2), pages 237-265, January.
  2. Ibbotson, Roger G., 1975. "Price performance of common stock new issues," Journal of Financial Economics, Elsevier, vol. 2(3), pages 235-272, September.
  3. Collins, Daniel W. & DeAngelo, Linda, 1990. "Accounting information and corporate governance : Market and analyst reactions to earnings of firms engaged in proxy contests," Journal of Accounting and Economics, Elsevier, vol. 13(3), pages 213-247, October.
  4. Brown, Stephen J. & Warner, Jerold B., 1980. "Measuring security price performance," Journal of Financial Economics, Elsevier, vol. 8(3), pages 205-258, September.
  5. Ikenberry, David & Lakonishok, Josef, 1993. "Corporate Governance through the Proxy Contest: Evidence and Implications," The Journal of Business, University of Chicago Press, vol. 66(3), pages 405-35, July.
  6. Dodd, Peter & Warner, Jerold B., 1983. "On corporate governance : A study of proxy contests," Journal of Financial Economics, Elsevier, vol. 11(1-4), pages 401-438, April.
  7. Henry G. Manne, 1965. "Mergers and the Market for Corporate Control," Journal of Political Economy, University of Chicago Press, vol. 73, pages 110.
  8. Henry G. Manne, 1965. "Mergers and the Market for Corporate Control," Journal of Political Economy, University of Chicago Press, vol. 73, pages 351.
  9. DeAngelo, Harry & DeAngelo, Linda, 1989. "Proxy contests and the governance of publicly held corporations," Journal of Financial Economics, Elsevier, vol. 23(1), pages 29-59, June.
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