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...