The Proxy Punch-Out

Corporate raiders are using some old-fashioned tactics to spar with management

Canny corporate raiders know there is more than one way to fell an obstinate opponent. Throughout the 1980s the knockout blow was typically delivered in a high-stakes takeover battle, with much fancy legal footwork and powerhouse debt financing. But in recent months the collapse of the junk-bond market and the passage of anti-takeover laws in more than 30 states have forced a switch in tactics. Now the savviest challengers are clambering back into the ring with an old-fashioned approach to kayoing corporate management. The new arena: the annual stockholders' meeting. The main event: the proxy fight.

In such a battle, the...

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