Download or read book Aranow Einhorn on Proxy Contests for Corporate Control written by Randall S. Thomas and published by Aspen Publishers. This book was released on 1998-01-01 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt: Widely recognized as the attorney's 'bible' for handling contested elections of boards of directors and shareholder proposals, this time-honored treatise addresses the unique demands of the past decade. Here, you'll find the most comprehensive, current and practical coverage of the critical issues surrounding these contests, plus the latest state and federal law with in-depth discussions of recent rules that can affect your every move in this highly regulated field. A virtual blueprint on how to proceed under all the newest requirements, ARANOW & EINHORN ON PROXY CONTESTS FOR CORPORATE CONTROL brings you all-new material on such crucial topics as: SEC regulations of proxy solicitations the form of proxy Federal antifraud rules Proxy contest defensive tactics Executive pay the new shareholder communications rules Disproportionate voting rights the shareholder proposal rule Joint tender offer and proxy contests. ARANOW & EINHORN ON PROXY CONTESTS FOR CORPORATE CONTROL takes you step-by-step through the considerations and legal intricacies of successfully initiating - or defending against - a proxy contest. from preparing for a contest and meeting to the solicitation of proxies to conducting the meeting, you get a thorough evaluation and indispensable 'how-to' problem-solving guidance not available anywhere else.

Download or read book Proxy Contests for Corporate Control written by Edward Ross Aranow and published by . This book was released on 1968 with total page 720 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Download or read book Proxy Contests and Corporate Control written by Constance E. Bagley and published by BNA Books (Bureau of National Affairs). This book was released on 1997 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt:

Download or read book Proxy Contests and Corporate Control written by Constance E. Bagley and published by BNA Books (Bureau of National Affairs). This book was released on 1997 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt:

Download or read book Shareholder Voting in Proxy Contests for Corporate Control Uncontested Director Elections and Management Proposals written by Randall S. Thomas and published by . This book was released on 2017 with total page 120 pages. Available in PDF, EPUB and Kindle. Book excerpt: This paper surveys the empirical literature on shareholder voting, specifically on votes related to contested and uncontested director elections and on management proposals. While much of current theory depicts shareholder votes as an ineffective control on the board's decision making, the empirical literature paints a more nuanced picture. When a proxy contest breaks out, shareholders wield immense influence. These contests tend to have significant benefits for the corporation, including facilitating a change in management, reducing unnecessary liquidity, and prompting the payout of dividends. Even in uncontested director elections, shareholders' decisions to vote for or withhold their vote reflect the company's performance. The decision to withhold has some albeit slight impact on improving corporate performance going forward. Finally, the evidence suggests that shareholders seriously scrutinize management proposals, instead of blindly following management. ISS and institutional investors have led the charge in this area. For votes on mergers and acquisitions, shareholders do not block all bad acquisitions but do push the scales towards maximizing company value. For management compensation proposals, shareholders appear largely unconcerned with the company's performance but deeply concerned with how the plan dilutes share value. Overall, shareholder voting plays a significant role in corporate management that deserves further research.

Download or read book Proxy Contests and Corporate Control written by Constance Bagley Doris and published by . This book was released on 1990 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt:

Download or read book Judicial Review of Defensive Tactics in Proxy Contests written by Randall S. Thomas and published by . This book was released on 2011 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: This article focuses on proxy contests for corporate control. In a proxy contest for corporate control, shareholders try to wrest control of a target corporation from the existing board of directors by winning a corporate election of directors. Issue contests, by comparison, are proxy contests over fundamental corporate changes, such as merger proposal or charter amendments, or proxy solicitations relating to shareholder proposals under Rule 14a-8. Lucian A. Bebchuk and Marcel Kahan, Proxy Contests, A Framework For Analyzing Legal Policy Towards Proxy Contests, 78 Cal. L. Rev. 1071, 1074-1075 (1990). This Article will use the term proxy contests to mean proxy contests for corporate control. It will use the term joint offer to refer to a joint tender offer and proxy contest.

Download or read book Proxy contests for corporate control a treatise on the legal and practical problems of management and insurgents in a corporate proxy contest by E R Aranow and H A Einhorn written by Edward Ross Aranow and published by . This book was released on with total page pages. Available in PDF, EPUB and Kindle. Book excerpt:

Download or read book Proxy Contests and Battles for Corporate Control written by and published by . This book was released on 1981 with total page 896 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Download or read book PROXY CONTESTS FOR CORPORATE CONTROL written by Edward Ross Aranow and published by . This book was released on 1968 with total page 692 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Download or read book Proxy Contests for Corporate Control written by and published by . This book was released on 1980 with total page 721 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Download or read book Corporate Governance Matters written by David Larcker and published by FT Press. This book was released on 2011-04-14 with total page 497 pages. Available in PDF, EPUB and Kindle. Book excerpt: Corporate Governance Matters gives corporate board members, officers, directors, and other stakeholders the full spectrum of knowledge they need to implement and sustain superior governance. Authored by two leading experts, this comprehensive reference thoroughly addresses every component of governance. The authors carefully synthesize current academic and professional research, summarizing what is known, what is unknown, and where the evidence remains inconclusive. Along the way, they illuminate many key topics overlooked in previous books on the subject. Coverage includes: International corporate governance. Compensation, equity ownership, incentives, and the labor market for CEOs. Optimal board structure, tradeoffs, and consequences. Governance, organizational strategy, business models, and risk management. Succession planning. Financial reporting and external audit. The market for corporate control. Roles of institutional and activist shareholders. Governance ratings. The authors offer models and frameworks demonstrating how the components of governance fit together, with concrete examples illustrating key points. Throughout, their balanced approach is focused strictly on two goals: to “get the story straight,” and to provide useful tools for making better, more informed decisions.

Download or read book Contests for Corporate Control written by and published by . This book was released on 2003 with total page 862 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Download or read book Takeover Bids Versus Proxy Fights in Contests for Corporate Control written by Lucian A. Bebchuk and published by . This book was released on 2001 with total page 56 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Download or read book Proxy Contest for Corporate Control written by Edward Ross Aranow and published by . This book was released on 1968 with total page 692 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Download or read book The Disciplinary Effects of Proxy Contests written by Vyacheslav Fos and published by . This book was released on 2015 with total page 45 pages. Available in PDF, EPUB and Kindle. Book excerpt: Using a manually collected data set of all proxy contests from 1994 through 2012, I show that proxy contests play an important role in hostile corporate governance. Target shareholders benefit from proxy contests: the average abnormal returns reach 6.5% around proxy contest announcements. Proxy contests that address firms' business strategies and undervaluation are most beneficial for shareholders. In contrast, proxy contests that aim at changing capital structure and governance do not lead to higher firm values. Relative to matching firms, future targets are smaller, they have higher stock liquidity, higher institutional and activist ownership, lower leverage and market valuation, and higher investments. While most of these characteristics predict proxy contests in time-series, prior to proxy contests targets also experience poor stock performance, decreases in investments, increases in cash reserves and payouts to shareholders, and increases in management's entrenchment. These changes in corporate policies are consistent with targets' attempts to affect the probability of a proxy contest.

Download or read book Takeover Bids Vs Proxy Fights in Contests for Corporate Control written by Lucian A. Bebchuk and published by . This book was released on 2018 with total page 47 pages. Available in PDF, EPUB and Kindle. Book excerpt: This paper evaluates the primary mechanisms for changing management or obtaining control in publicly traded corporations with dispersed ownership. Specifically, we analyze and compare three mechanisms: (1) proxy fights (voting only); (2) takeover bids (buying shares only); and (3) a combination of proxy fights and takeover bids in which shareholders vote on acquisition offers. We first show how proxy fights unaccompanied by an acquisition offer suffer from substantial shortcomings that limit the use of such contests in practice. We then argue that combining voting with acquisition offers is superior not only to proxy fights alone but also to takeover bids alone. Finally, we show that, when acquisition offers are in the form of cash or the acquirer's existing securities, voting shareholders can infer from the pre-vote market trading which outcome would be best in light of all the available public information. Our analysis has implications for the ongoing debates in the US over poison pills and in Europe over the new EEC directive on takeovers.