What is Foolsaurus?   Proxy fight  A proxy fight occurs when a
major shareholder decides to challenge existing management
usually over a key issue such as divesting under performing
businesses or cutting costs.   Expanded Definition  If
management fails to satisfy the shareholder's complaints he can
attempt to organize a group of shareholders to vote their
proxies for his slate of members of the board of directors or
for shareholder initiatives. The competiton for these proxies is
known as a proxy fight. Usually the proxies are to be voted at
the company's annual meeting, but if the issue is time critical,
sometimes a special shareholder meeting is called.  The terms of
the corporation by-laws usually determine how easy it is for the
raider to take over the corporation. Various poison pill
defenses are usually in place to make hostile takeovers
difficult. A common one is interlocking director terms, making
it impossible to change the complete board composition at a
single annual meeting. But control of the bo