Proxy Fight

DEFINITION of 'Proxy Fight'

A proxy fight is when a group of shareholders are persuaded to join forces and gather enough shareholder proxies to win a corporate vote. This is referred to also as a proxy battle. Used mainly in the context of takeovers, this term means the acquirer will persuade existing shareholders to vote out company management so that the company will be easier to take over.


When shareholders are dissatisfied with a specific aspect of a company, they may attempt to change it. This may result in resistance from the company’s board of directors (BOD). The dissatisfied shareholders try persuading other shareholders to let them use their proxy votes for proposed changes to the company's board members. The shareholders try removing board members opposing their desired changes and installing their own candidates. The new board members are typically more receptive to shareholders' proposed changes, making it easier to implement them. The company may move in a new direction, as decided by the BOD and shareholders.

Proxy Fight Process for Hostile Takeover

The acquirer and the target company use solicitation methods to influence shareholder votes for BOD members. Shareholders are sent a Schedule 14A with financial and other information about the target company. If the proxy fight is over selling the company, the schedule also includes the terms of the proposed acquisition.

The acquiring company hires a proxy solicitation firm that contacts shareholders. The proxy solicitor compiles a list of shareholders and contacts them to state the acquirer's case. If shares are registered in the names of stock brokerage firms, the firms consult with the shareholders regarding their voting positions.

Individual shareholders or stock brokerages submit their votes to the designated entity aggregating the information, such as a stock transfer agent or brokerage. The results are forwarded to the corporate secretary of the target company right before the shareholders' meeting. Proxy solicitors may scrutinize and challenge the votes if they are unclear, if shareholders voted multiple times or if the votes are not signed. Directors are approved based on the votes received.

Shareholders' Involvement in a Proxy Fight

Because most shareholders are uninterested in reviewing options for directors, gaining shareholders' attention is difficult. Shareholders typically agree to the recommendations mailed to them without examining the potential director's qualifications or the takeover's underlying issues.

The same level of disinterest often applies to acquisition votes. However, a proxy fight may be favorable for the acquirer if the target company is experiencing poor financial results that may cause dissatisfied shareholders to take action. A proxy fight is especially useful if the acquirer has a concrete proposal for making the company profitable or shifting more cash to shareholders. For example, the acquirer may plan to sell the business or its assets or increase stock dividends.