Erica Laudano

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Proxy contests traditionally have been viewed as the least efficient means of corporate governance. During the 1960s, such contests were opined to be “the most expensive, the most uncertain, and the least used of the various techniques” available to discipline management and transfer corporate control. This attitude persisted through the 1980s when the cash tender offer dominated the wave of hostile takeovers and acquisitions of publicly held companies. In fact, during the period from 1981 to 1984, there were over 250 tender offers for publicly held U.S. corporations as compared to only some 100 proxy contests. In effect, the ready availability of cash coupled with the relatively short timetables afforded by the Williams Act rendered the tender offer a quicker, more certain alternative to the proxy contest.

Date of Authorship for this Version

June 2004


proxy contests, corporate governance