[1] In a proxy fight, incumbent directors and management have the odds stacked in their favor over those trying to force the corporate change.
[2] 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 access to the corporation's money, and creating restrictive requirements in the bylaws.
As a result, most proxy fights are unsuccessful; except those waged more recently by hedge funds, which are successful more than 60% of the time.
[3] However, previous studies have found that proxy fights are positively correlated with an increase in shareholder wealth.
In many cases, the proxy firms end up determining the result of the contest.