Judicial Review of Defensive Tactics in Proxy Contests: When is Using a Rights Plan Right

59 Pages Posted: 23 Dec 2010 Last revised: 9 Jan 2011

See all articles by Randall S. Thomas

Randall S. Thomas

Vanderbilt University - Law School

Date Written: April 1, 1993

Abstract

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.

Keywords: jJudicial, Review, Defensive, Proxy, Contests

Suggested Citation

Thomas, Randall S., Judicial Review of Defensive Tactics in Proxy Contests: When is Using a Rights Plan Right (April 1, 1993). Vanderbilt Law Review, Vol. 46, No. 3, p. 503, 1993, Vanderbilt Law and Economics Research Paper , Vanderbilt Public Law Research Paper , Available at SSRN: https://ssrn.com/abstract=1729341 or http://dx.doi.org/10.2139/ssrn.1729341

Randall S. Thomas (Contact Author)

Vanderbilt University - Law School ( email )

131 21st Avenue South
Nashville, TN 37203-1181
United States

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