Proxy Fight
A proxy fight, proxy contest or proxy battle is an unfriendly contest for control over an organization. The event usually occurs when a corporation's stockholders develop opposition to some aspect of the corporate governance, often focusing on directorial and management positions. Corporate activists may attempt to persuade shareholders to use their proxy votes (i.e., votes by one individual or institution as the authorized representative of another) to install new management for any of a variety of reasons. Shareholders of a public corporation may appoint an agent to attend shareholder meetings and vote on their behalf. That agent is the shareholder's proxy. In a proxy fight, incumbent directors and management have the odds stacked in their favor over those trying to force the corporate change. These incumbents use various corporate governance tactics to stay in power, including: staggering the boards (i.e., having different election years for different directors), controlling a ... [...More Info...]       [...Related Items...]     OR:     [Wikipedia]   [Google]   [Baidu]   |
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Proxy Voting
Proxy voting is a form of voting whereby a member of a decision-making body may delegate their voting power to a representative, to enable a vote in absence. The representative may be another member of the same body, or external. A person so designated is called a "proxy" and the person designating them is called a "principal". Proxy appointments can be used to form a voting bloc that can exercise greater influence in deliberations or negotiations. Proxy voting is a particularly important practice with respect to corporations; in the United States, investment advisers often vote proxies on behalf of their client accounts. A related topic is liquid democracy, a family of electoral systems where votes are transferable and grouped by voters, candidates or combination of both to create proportional representation, and delegated democracy. Another related topic is the so-called Proxy Plan, or interactive representation electoral system whereby elected representatives would wield ... [...More Info...]       [...Related Items...]     OR:     [Wikipedia]   [Google]   [Baidu]   |
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Bank Of America
The Bank of America Corporation (Bank of America) (often abbreviated BofA or BoA) is an American multinational investment banking, investment bank and financial services holding company headquartered at the Bank of America Corporate Center in Charlotte, North Carolina, with investment banking and auxiliary headquarters in Manhattan. The bank was founded by the merger of NationsBank and Bank of America (1904–1998), Bank of America in 1998. It is the List of largest banks in the United States, second-largest banking institution in the United States and the second-largest bank in the world by market capitalization, both after JPMorgan Chase. Bank of America is one of the Big Four (banking)#United States, Big Four banking institutions of the United States. and one of eight systemically important financial institutions in the US. It serves about 10 percent of all American bank deposits, in direct competition with JPMorgan Chase, Citigroup, and Wells Fargo. Its primary financial se ... [...More Info...]       [...Related Items...]     OR:     [Wikipedia]   [Google]   [Baidu]   |
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Mergers And Acquisitions
Mergers and acquisitions (M&A) are business transactions in which the ownership of a company, business organization, or one of their operating units is transferred to or consolidated with another entity. They may happen through direct absorption, a merger, a tender offer or a hostile takeover. As an aspect of strategic management, M&A can allow enterprises to grow or downsize, and change the nature of their business or competitive position. Technically, a is the legal consolidation of two business entities into one, whereas an occurs when one entity takes ownership of another entity's share capital, equity interests or assets. From a legal and financial point of view, both mergers and acquisitions generally result in the consolidation of assets and liabilities under one entity, and the distinction between the two is not always clear. Most countries require mergers and acquisitions to comply with antitrust or competition law. In the United States, for example, the Cl ... [...More Info...]       [...Related Items...]     OR:     [Wikipedia]   [Google]   [Baidu]   |
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Shareholders
A shareholder (in the United States often referred to as stockholder) of corporate stock refers to an individual or legal entity (such as another corporation, a body politic, a trust or partnership) that is registered by the corporation as the legal owner of shares of the share capital of a public or private corporation. Shareholders may be referred to as members of a corporation. A person or legal entity becomes a shareholder in a corporation when their name and other details are entered in the corporation's register of shareholders or members, and unless required by law the corporation is not required or permitted to enquire as to the beneficial ownership of the shares. A corporation generally cannot own shares of itself. The influence of shareholders on the business is determined by the shareholding percentage owned. Shareholders of corporations are legally separate from the corporation itself. They are generally not liable for the corporation's debts, and the shareholders' ... [...More Info...]       [...Related Items...]     OR:     [Wikipedia]   [Google]   [Baidu]   |
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Corporate Law
Corporate law (also known as company law or enterprise law) is the body of law governing the rights, relations, and conduct of persons, companies, organizations and businesses. The term refers to the legal practice of law relating to corporations, or to the theory of corporations. Corporate law often describes the law relating to matters which derive directly from the life-cycle of a corporation.John Armour, Henry Hansmann, Reinier Kraakman, Mariana Pargendler "What is Corporate Law?" in ''The Anatomy of Corporate Law: A Comparative and Functional Approach''(Eds Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry Hansmann, Gerard Hertig, Klaus Hopt, Hideki Kanda, Mariana Pargendler, Wolf-Georg Ringe, and Edward Rock, Oxford University Press 2017)1.1 It thus encompasses the formation, funding, governance, and death of a corporation. While the minute nature of corporate governance as personified by share ownership, capital market, and business culture rules diff ... [...More Info...]       [...Related Items...]     OR:     [Wikipedia]   [Google]   [Baidu]   |
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Business Terms
Business is the practice of making one's living or making money by producing or buying and selling products (such as goods and services). It is also "any activity or enterprise entered into for profit." A business entity is not necessarily separate from the owner and the creditors can hold the owner liable for debts the business has acquired except for limited liability company. The taxation system for businesses is different from that of the corporates. A business structure does not allow for corporate tax rates. The proprietor is personally taxed on all income from the business. A distinction is made in law and public offices between the term business and a company (such as a corporation or cooperative). Colloquially, the terms are used interchangeably. Corporations are distinct from sole proprietors and partnerships. Corporations are separate and unique legal entities from their shareholders; as such they provide limited liability for their owners and members. Cor ... [...More Info...]       [...Related Items...]     OR:     [Wikipedia]   [Google]   [Baidu]   |
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Proxy Statement
A proxy statement is a statement provided by a firm soliciting shareholder votes. The statement includes voting procedure and information, background information about the company's nominated directors, board compensation, executive compensation, and audit fees and committee members. Regulation can govern the requirements of proxy statements. Description A proxy statement is a statement provided by a firm soliciting shareholder votes. This statement is useful in assessing how management is paid and potential conflict of interest issues with auditors. Contents The statement includes: * Voting procedure and information. * Background information about the company's nominated directors including relevant history in the company or industry, positions on other corporate boards, and potential conflicts of interest. * Board compensation. * Executive compensation, including salary, bonus, non-equity compensation, stock awards, options, and deferred compensation. Also, information is ... [...More Info...]       [...Related Items...]     OR:     [Wikipedia]   [Google]   [Baidu]   |
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The Wall Street Journal
''The Wall Street Journal'' (''WSJ''), also referred to simply as the ''Journal,'' is an American newspaper based in New York City. The newspaper provides extensive coverage of news, especially business and finance. It operates on a subscription model, requiring readers to pay for access to most of its articles and content. The ''Journal'' is published six days a week by Dow Jones & Company, a division of News Corp. As of 2023, ''The'' ''Wall Street Journal'' is the List of newspapers in the United States, largest newspaper in the United States by print circulation, with 609,650 print subscribers. It has 3.17 million digital subscribers, the second-most in the nation after ''The New York Times''. The newspaper is one of the United States' Newspaper of record, newspapers of record. The first issue of the newspaper was published on July 8, 1889. The Editorial board at The Wall Street Journal, editorial page of the ''Journal'' is typically center-right in its positio ... [...More Info...]       [...Related Items...]     OR:     [Wikipedia]   [Google]   [Baidu]   |
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Proxy Advisor
A proxy firm (also a proxy advisor, proxy adviser, proxy voting agency, vote service provider or shareholder voting research provider or proxy voting advisory businesses (PVABs)) provides services to shareholders (in most cases an institutional investor of some type) to vote their shares at shareholder meetings of, usually, listed companies. The typical services provided include agenda translation, provision of vote management software, voting policy development, company research, and vote administration including vote execution. According to their websites, not all firms provide voting recommendations and those that do may simply execute client voting instructions. The votes executed are called "Proxy Votes" because the shareholder usually does not attend the meeting and instead sends instructions - a proxy appointment - for a third party, usually the chairman of the meeting to vote shares in accordance with the instructions given on the voting card. Industry regulation In the Un ... [...More Info...]       [...Related Items...]     OR:     [Wikipedia]   [Google]   [Baidu]   |
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David Karr
David Harold Karr, born David Katz (1918, Brooklyn, New York – 7 July 1979, Paris) was a controversial American journalist, businessman, Communist and NKVD agent. Early life He was born into a Jewish family. Enthralled with the radical left, Karr began writing at a relatively young age for the Communist Party USA publication, the '' Daily Worker''. Espionage allegations In 1943, Karr came under the scrutiny of Representative Martin Dies Jr., chairman of the House Special Committee on Un-American Activities for his communist affiliations. Karr was at the time working for the Office of War Information (OWI). Karr appeared before the committee and stated under oath that he was an informant for the FBI, but that testimony was entirely a manufactured story. A special congressional investigation found no cause to remove him, but at the same time, the Civil Service Commission concluded he was both untruthful and unreliable. Karr resigned from the OWI and was immediately hired by ... [...More Info...]       [...Related Items...]     OR:     [Wikipedia]   [Google]   [Baidu]   |
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New York Central Railroad
The New York Central Railroad was a railroad primarily operating in the Great Lakes region, Great Lakes and Mid-Atlantic (United States), Mid-Atlantic regions of the United States. The railroad primarily connected New York metropolitan area, greater New York and Boston in the east with Chicago and St. Louis in the Midwest, along with the intermediate cities of Albany, New York, Albany, Buffalo, New York, Buffalo, Cleveland, Cincinnati, Detroit, Rochester, New York, Rochester and Syracuse, New York, Syracuse. The New York Central was headquartered in the New York Central Building, adjacent to its largest station, Grand Central Terminal. The railroad was established in 1853, consolidating several existing railroad companies. In 1968, the NYC merged with its former rival, the Pennsylvania Railroad, to form Penn Central. Penn Central went into bankruptcy in 1970 and, with extensive Federal government support, emerged as Conrail in 1976. In 1999, Conrail was broken up, and portions o ... [...More Info...]       [...Related Items...]     OR:     [Wikipedia]   [Google]   [Baidu]   |
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Time Warner
Warner Media, LLC ( doing business as WarnerMedia) was an American multinational mass media and entertainment conglomerate owned by AT&T. It was headquartered at the 30 Hudson Yards complex in New York City. It was established as Time Warner in 1990 and was known by that name for most of its history, following a merger between Time Inc. and Warner Communications. The company had film, television and cable operations. Its assets included WarnerMedia Studios & Networks (which consisted of the entertainment assets of Turner Broadcasting, HBO, and Cinemax as well as Warner Bros., which itself consisted of the film, animation, television studios, the company's home entertainment division and Studio Distribution Services, its joint venture with Universal Pictures Home Entertainment, DC Comics, New Line Cinema, and, together with CBS Entertainment Group, a 50% interest in The CW); WarnerMedia News & Sports (consisted of the news and sports assets of Turner Broadcasting, incl ... [...More Info...]       [...Related Items...]     OR:     [Wikipedia]   [Google]   [Baidu]   |