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17:10 August 23rd, 2007

In proxy fights, odds in favor of dissidents

Posted by: Megan Davies
Tags: Uncategorized

ring.jpgProxy fights are tough, any way you cut it. Steel company Ryerson won in its proxy fight with Harbinger Capital on Thursday. While the success rate of these battles is around 50-50, John Laide says lately the dissident shareholders are getting the upper hand.

The graph below, provided by Sharkrepellent.net, shows the success rate has been hovering around 50 percent for the last few years.

Laide, research manager at SharkRepellent.net, a unit of FactSet Research Systems Inc., points out that the odds have generally been rising for dissidents. “Since 2005, more than half have been favorable for the dissidents,” Laide said in a phone interview with Reuters. “The odds aren’t so stacked up as they used to be. ”

One reason is that there are more hedge funds in existence, said Laide. “A lot of times…when an activist shareholder targets (a) company, there’s a turnover in the shareholder base with a lot of event-driven investors buying in,” he added. “They buy in and have a pretty good voting stake and that really increases their odds to success.”

Laide added that companies were increasingly not letting the situation even get to a meeting. “A lot of times they’ll work it out beforehand and the fight doesn’t even make it to a meeting,” he said.

In a proxy fight, the pursuer typically goes straight to shareholders to try and persuade them that the management of the company should be ousted in favor of a slate of directors favorable to the acquirer, according to Barron’s Dictionary of Finance and Investment Terms. If the shareholders, through their proxy votes agree, the acquiring company can gain control of the company without paying a premium price for the firm.

Ryerson was victorious in its proxy fight. Ceridian sold itself in a leveraged buyout before it faced a proxy vote. Fights that went the other way include H.J. Heinz Co.’s fight with Nelson Peltz’ Trian Group last year, which ultimately led to Peltz’ fund winning a slate of directors. Carl Icahn, after a long battle with luxury home builder WCI Communities, earned a seat on its board.

Whichever way the fight goes, the trend for more proxy battles has been up. Separate figures from Sharkrepellent.net show the number of fights for board seats has increased to 94 this year, from 87 in 2006 and 39 in 2005.

Directors had better get used to the fight.

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