Chapter 08 – Stock Valuation
4. Proxy voting – grant of authority by a shareholder to someone
else to vote his or her shares. A proxy fight is a struggle between
management and outsiders for control of the board, waged by
soliciting shareholders’ proxies.
Lecture Tip: Large institutions, such as mutual funds and pension
funds, used to remain on the sidelines when it came to corporate
control. However, several institutions have become much more
active in recent years and have worked to force companies to
operate in the shareholders’ best interests. CalPERS, the pension
plan for California public employees, has been at the forefront of
the corporate governance movement. Management for the fund
takes their job as “shareowners” so seriously that they
have a section of their web site devoted to corporate governance
issues. For more information, see http://www.calpers-
governance.org/forumhome.asp. This issue has become even more
important in recent years, given the number of scandals related to
corporate management by Boards of Directors and executive
officers.
Other rights usually include:
1. Sharing proportionately in dividends paid
2. Sharing proportionately in any liquidation value
3. Voting on matters of importance (e.g., mergers)
4. The right to purchase a pro rata share of any new stock sold –
the preemptive right
Real-World Tip: The importance of the preemptive right was
driven home in November, 1996, to the shareholders of Marvel
Entertainment Group, the company that produces Marvel Comics.
(Marvel’s stable of characters includes Spider-Man, the Fantastic
Four, and the Incredible Hulk, among others.) Despite Marvel’s
dominance of the comic book market, the declining size of the
market, as well as a heavy debt load, caused Marvel to run the risk
of default. In order to obtain needed funds, Ron Perelman, who
(through his other firms) owned approximately 80% of the
outstanding shares, proposed that Marvel issue 410 million new
shares at a price of $0.85 per share. The effect of the
announcement was to drive the price of the outstanding 20% of the
shares Perelman didn’t own from $4.625 to less than $2.50. To add
insult to injury, according to The Wall Street Journal, Perelman
had the power, as the majority shareholder, to force the plan
through. Subsequently, Marvel filed for bankruptcy reorganization
and Carl Icahn sought to gain control of the firm. Ultimately,
Marvel merged with Toy Biz, much to Icahn’s displeasure. This
combined company was then purchased by Disney in 2009.
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