Contesting Corporate Control in the U.S.: The Role of Ownership Structure and the Anti-takeover Measure

This study investigates the role of ownership structure and anti-takeover measure in proxy contests using the nested logistic model. Findings indicate that dissidents target small firms with high agency costs, poor performance, and a high volume of prior shareholder proposals for Media Threats. Following a Media Threat, dissidents target firms with more independent boards, with the next step being a SEC filing of a proxy fight. After that, management in firms with "poison pills" and less independent boards are more likely to settle contests with dissidents, while firms with lower insider ownership are more likely to go through a proxy fight.