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From Wikipedia, the free encyclopedia

A proxy fight, proxy contest or proxy battle, sometimes also called a proxy war, is an unfriendly contest for the control over an organization. The event usually occurs when corporation's stockholders develop opposition to some aspect of the corporate governance, often focusing on directorial and management positions. Corporate activists may attempt to persuade shareholders to use their proxy votes (i.e., votes by one individual or institution as the authorized representative of another) to install new management for any of a variety of reasons. Shareholders of a public corporation may appoint an agent to attend shareholder meetings and vote on their behalf. That agent is the shareholder's proxy.[1]

In a proxy fight, incumbent directors and management have the odds stacked in their favor over those trying to force the corporate change. These incumbents use various corporate governance tactics to stay in power, including: staggering the boards (i.e., having different election years for different directors), controlling access to the corporation's money, and creating restrictive requirements in the bylaws. As a result, most proxy fights are unsuccessful. However, it has been recently noted that proxy fights waged by hedge funds are successful more than 60% of the time.[2]

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  • ✪ Why Did America Fight the Korean War?
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Mention the Korean War today and most people will look at you with a blank stare. At the time it was fought, just five years after World War II ended, everyone recognized it as a world-shaping conflict, a stark confrontation between the forces of democracy and communism. It began on June 25, 1950 when Soviet-backed communist North Korea crossed the 38th parallel and invaded its US-backed anti-communist South Korean neighbor. Within weeks the communists had nearly absorbed the entire country. The United States at first was confused over whether it should—or even could—respond. America had slashed its military budget after the end of World War II and was short both men and equipment. It still had not awakened fully to the expansionist threat of Soviet Russia. The Soviets—buoyed by their own recent development of an atomic bomb and Mao Zedong’s communist victory in China—sensed America’s lack of resolve and encouraged the North’s aggression. Yet within weeks President Harry Truman rushed troops to save the shrinking Allied perimeter at Pusan on the southern tip of the Korean Peninsula. And by late September, 1950, General Douglas MacArthur had successfully completed the Inchon landings and launched counter-attacks. He quickly reclaimed the entire south and sent American-led United Nations forces far into North Korea to reunite the entire peninsula—only to be surprised when hundreds of thousands of Chinese Red Army troops crossed the Yalu River at the Chinese border and sent the outnumbered Americans reeling back into South Korea. Thanks to the genius of General Matthew Ridgeway, who arrived to assume supreme command in South Korea in December 1950, over the next 100 days US led UN forces pushed the communists back across the 38th Parallel. The fighting was fierce. Seoul, the capital city of South Korea, exchanged hands between communist and US led forces five times before it was finally secured. During the years 1952 and 1953, the war grew static, neither side able to deliver a knockout blow. Eventually the conflict ended with a tense armistice in July 1953. For over the next 60 years, a cold war persisted between the Stalinist North and what, by the 1980s, had evolved into the democratic, economic powerhouse of South Korea. Over 35,000 Americans died in the Korean War. The war marked the first major armed conflict of the Nuclear Age, and one in which the United States had not clearly defeated the enemy and thus not dictated terms of surrender. Was fighting the Korean War and restoring the South—without uniting the entire peninsula—worth the huge cost in blood and treasure? The natural dividend of saving the South was the evolution of today’s democratic and prosperous South Korea that has given its 50 million citizens undreamed of freedom and affluence—and has blessed the world with topflight products from the likes of Hyundai, Kia, LG and Samsung. South Korea is a model global citizen and a strong ally of the U.S.—and stands in sharp contrast to the communist regime in the North that has starved and murdered millions of its own people and caused untold mischief in the world community. Had it not been for U.S. intervention and support to the South, the current monstrous regime in Pyongyang would now rule all of Korea, ensuring its nuclear-armed dictatorship even greater power and resources. The American effort to save South Korea also sent a message to both communist China and the Soviet Union that the free world, under U.S. leadership, would no longer tolerate communist military take-overs of free nations. The resulting deterrence policy helped to keep the communist world from attempting similar surprise attacks on Japan, Taiwan, and Western Europe. Finally, the Korean War awakened the United States to the dangers of disarmament and isolationism and led to the bipartisan foreign policy of containment of global communism that in 1989 finally led to the collapse of the Soviet Union, and with it victory in the Cold War. The Korean War was an incomplete American victory in its failure to liberate North Korea and unite the peninsula, but a victory nonetheless. And not just from a military perspective, but from a moral one as well. The reason 35,000 Americans died in Korea was to keep at least half the Korean people free. Korea did not have a single material resource that would have benefited America. The Korean War merits more than a blank stare. It deserves to be remembered and studied – with pride. I’m Victor Davis Hanson of the Hoover Institution for Prager University.



  • An acquiring company, frustrated by the takeover defenses of the management, may initiate a proxy fight to install a more compliant management of the target.
  • An early history of proxy fighting, detailing such 1950s battles as the fight for control of some of U.S. largest corporations, including the Bank of America and the New York Central Railroad, can be found in David Karr's 1956 volume, Fight for Control.
  • Stockholder dissidents opposed to an impending takeover in the view that it will dilute value may also use a proxy fight to stop it. An example of a proxy fight took place within Hewlett-Packard, when the management of that company sought to take over Compaq. Opponents of the Compaq takeover lost the fight. The management, under Carly Fiorina, remained in place, and the merger went ahead.[3]
  • In the absence of any looming takeover, proxy fights can come about because dissidents are unhappy with management, as with Carl Icahn's effort in 2005–2006 to oust a majority of the board of Time Warner.[4]

Key players

Due to their out-sized influence with many institutional investors, proxy advisors play a key role in many proxy fights. In many cases, the proxy firms end up determining the result of the contest.[5]


External links

This page was last edited on 2 December 2018, at 06:57
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