The Relevance of Fiduciary Conflict-of-Interests in Control versus Issue Proxy Contests

The role of fiduciaries with conflicting interests has received considerable attention recently. The purpose of this paper is to analyze the role of a fiduciary casting votes under conflicting interests in proxy contests that seek to control the corporation and those waged solely for the purpose of deciding an issue. By deriving comparisons across types of contests, we provide implications concerning differences in success probabilities and resolution effects for the two types of contests. The empirical verification (refutation) of such effects would provide insight regarding the (ir)relevance of fiduciary conflict-of-interests in proxy contests.