《国际企业并购》Ch6- TakeoverTactics_Updated.pptVIP

* * * * * * * * * Two Types of Proxy Fights Contests for seats on the Board of Directors Insurgent group may be trying to replace management 2006 Nelson Peltz acquired seats on the Heinz Board after protracted proxy fight Contests about management proposals Mergers or acquisitions Antitakeover amendments All Rights Reserved. ? May not be reproduced, copied, or otherwise used without the express, written permission of Dr. Patrick Gaughan Characteristics That Increase Likelihood of Proxy Fight Success Management has insufficient voting support Management does not hold many votes Poor operating performance The worse it is, the more likely shareholders are unhappy with management Sound alternative operating plan Insurgents have good plan to improve shareholder returns All Rights Reserved. ? May not be reproduced, copied, or otherwise used without the express, written permission of Dr. Patrick Gaughan Proxy Fight Costs Professional fees – proxy solicitors, attorneys, and public relations professionals Printing, mailing, and communications costs Litigation costs – proxy fights tend to be actively litigated Other fees – miscellaneous fees i.e., for tabulators All Rights Reserved. ? May not be reproduced, copied, or otherwise used without the express, written permission of Dr. Patrick Gaughan Long Term Effects of Proxy Fights DeAngeleo and DeAngeleo 1989 Dissidents prevailed 1/3 of the time 25% of the firms were either sold or liquidated shortly after the contest Only 20% remained independent with same management for an extended period of time Conclusion: Once a proxy fight starts it is likely that big changes often will occur. But this does not mean that the dissidents will get exactly what they want. All Rights Reserved. ? May not be reproduced, copied, or otherwise used without the express, written permission of Dr. Patrick Gaughan Proxy Fights vs. Tender Offers Sridharan and Reinganum 1995 Sought to find out why tender offers are selected sometimes and