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
Date Written: April 1, 1993
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
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