Shareholders – 1; Corporations – 0; SEC – Tie Breaker

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Proxy fightThis year’s proxy season is showing signs of greater activism by shareholders. The proxy advisory service Institutional Shareholder Services is projecting that there could be as many as 17 contests for the election of directors, which is slightly up from last year. The difference is that the contests are much bigger and include six at companies with a market value of more than $1 billion. Last year, only one billion-dollar company had a contested election.

Questions:
1. Which billion-dollar company in 2012 had a contested election and what was the outcome?
2. Why is Elliott Management taking aim at Hess Corporation with a proxy fight this year?
3. How are companies getting ready to battle these challenges by shareholders?
4. Why do you think that the SEC is on the side of the corporations in these challenges? Discuss.

Source:

Davidoff, S.M. (2013) As Shareholder Fights Heat Up, Activists Aim at Bigger Targets. The New York Times, April 16 (Retrievable online at http://dealbook.nytimes.com/2013/04/16/as-shareholder-fights-heat-up-activists-aim-at-bigger-targets/)