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The effects of a proxy contest for control on a company are examined in this paper over a short, intermediate and long‐term post‐contest period of time. Major findings are as follows. First, compared to a non‐contest matchinggroup of firms, proxy contest for control firms as a whole are poor performers in the immediate post‐contest period. Successful contest firms, however, tend to improve performance whereas unsuccessful ones tend to deteriorate in the short‐term. Second, contest outcome does not appear to affect survivability over either the intermediate or long term. However, over the intermediate term, unsuccessful contest firms more often suffer losses and are acquired, and are less often involved in divestiture and expansion activities. Finally, in the long term, successful contest firms show a higher incidence of bank‐ruptcy and are more likely to engage in a name change.

The purpose of this paper is to investigate the influence of capital structure changes by target firms on the outcome and ex post performance of firms targeted by proxy contests.

The influence is examined by using predictions of control‐driven model developed by Harris and Raviv and signaling theory of debt in capital structure.

The results are consistent with the predictions of both control‐driven model and signaling theory. Significant differences are found between two groups of target firms – management victory targets and dissident victory targets. Specifically: management victory targets feature proxy contests that are accompanied by leverage increasing changes in target firms' capital structure; the same group also realizes better long‐run stock performance compared to dissident victory targets; and the long‐run abnormal stock performance of management victory targets is significantly positively related to the increases in leverage in the capital structure during proxy contest period.

This paper is the first to directly address the relationship between leverage change and the outcome and long‐run performance of proxy contest targets, thus confirming both the defensive and the signaling role of debt on firm's capital structure decision.

This paper reviews the theoretical and empirical contributions to the proxy contest literature. The theoretical work, to date, suggests that (1) the use of the proxy contest as a method of taking over a corporation depends on its cost relative to the tender offer; (2) the security voting structure and the debt/equity ratio influence the outcome of the proxy contest; and, (3) the value of a proxy contest can be estimated using the principles of option pricing theory. A review of empirical research indicates that (1) firms which are inefficiently managed are more likely to become the target of a proxy fight; (2) wealth gains accrue to shareholders of contested firms during the contest period; and, (3) incumbent management is more likely to succeed in a proxy fight but not necessarily ‘win’.

In reviewing proxy contests and tender offers of the past, the author concludes that the former has been inferior as a form of corporate conflict mechanism to the latter. However, he also underscores the important role that the proxy contest has played in the development of its competitor — the tender offer.

The study examines how blockholding, blockholding nationality and multiple blockholder structures (MBS) are related to agency cost in Nigeria.

Data sourced from the annual reports of 84 non-financial services firms listed on the Nigerian Stock Exchange (NSE) from January 1, 2008, to December 31, 2015, were analyzed using the hybrid model in Stata 15.

Blockholding showed a significant negative relationship with the expense ratio (ER) measure of agency cost at the between-firm level but not significantly related to asset utilization ratio (AUR). This result was driven more by foreign blockholding and concentration of control, which were negatively and significantly related to the ER. Concentration of control is negatively related to the AUR. Domestic blockholding and the number of blockholders were not significantly related to agency cost. Foreign-blockholder-firms had a significantly greater concentration of control (lesser contest for control) than domestic-blockholder-firms.

The findings suggest that foreign blockholding would be more effective in controlling agency costs in Nigeria. While the concentration of control (lesser contest for control) appears to be an efficient governance mechanism for reducing agency costs associated with expenses in Nigeria, it seems to exacerbate agency costs associated with asset utilization.

Previous researchers have not studied how foreign and domestic blockholding are related to agency cost. They also have not studied how MBS and the contest for control are related to agency cost and explain differences in the foreign/domestic blockholding-agency cost relationships in the Nigerian context.

The publication of the Turnbull guidance represented a radical redefinition of the nature of internal control as a feature of corporate governance in the UK, explicitly aligning internal control with risk management. This paper explores this change, using sociological perspectives on risk and its conceptualisation to frame the debate about internal control and risk management within the UK corporate governance arena – the most recent manifestation of an ongoing competition for the control of economic and social resources. The paper demonstrates that developments in corporate governance reporting requirements offer opportunities for the appropriation of risk and its management by groups wishing to advance their own interests. This is illustrated by a review of recent changes in internal audit.

Explains why executive severance contracts contingent on a change in control (i.e. golden parachutes) have developed and reviews previous relevant research. Develops a mathematical model of their effects on shareholder wealth and uses it to determine an optimal contract which aligns the interests of shareholders and managers (i.e. where marginal benefit to shareholders equals marginal cost of the contract). Points out that these contracts alone do not guarantee that managers will aim to maximize shareholders wealth: they should form only part of a package of compensation agreements to align their interests.

Contests for corporate control often create a conflict between a legal principle, the business judgment rule (BJR), and an economics principle, the efficient market hypothesis (EMH). The BJR focuses on the process of decision making and requires managers to be guided by their integrity and diligence. The EMH focuses on outcomes and expects decisions to be guided by stock prices. Ideally the principles do not conflict, but when they do, when the market disagrees with managers' decisions, it is important to understand why. This article discusses the principles, why they sometimes conflict, and circumstances when one should outweigh the other.

This paper introduces key themes and debates in education and educational history that engage education's complicity in injustice and violence, as well as those that continue to position education as a vehicle for positive change and possibility. The paper introduces the papers that comprise the special issue “Challenges of Contested Spaces: Constructing Difference and its Legacies in Educational History”.

The paper canvasses pertinent historiographical, theoretical and methodological debates that shed light on education's dual capacity to empower and oppress.

Papers in this collection reveal the many ways that agendas justified in the name of education, training and reform have often invoked that name as justification for actions that harmed, discriminated or oppressed, and yet also, how despite this, education can still be imagined as a space of possibility and transformation.

The paper offers a summative introduction to the themes and papers of the special issue.

This study aims to investigate the relationship between the ownership structure of firms and the private benefits of control through an analysis of Chinese listed firms.

Using a sample of Chinese firms, cases were examined where there had been a transaction involving non‐tradable stock. The cases where there had been stock transactions which both did and did not involve the transfer of control within a single year were selected. The difference between these two types of transaction was used to estimate the private benefits of control in Chinese listed firms. Regression analysis was used to explore the relationship between ownership structure and private benefits of control in Chinese listed firms.

The results show that the average private benefit of control is 18.52 percent in China. The regression results show a significant, positive relationship between the controlling shareholders, the combined shareholdings of the second to fifth largest shareholder and private benefits of control. However, there is a negative but insignificant relationship between the tradable share value and private benefits of control. With regard to the relationship between managerial shareholding and private benefits of control, the regression results show a positive but insignificant relationship.

Further insights into the private benefits of control can be obtained by inspecting the change around major corporate events involving significant ownership changes. In this study, the focus was on non‐tradable stock. Investigating all stock would be a fruitful area for future research.

In China, firms should optimize the ownership structure and curb expropriation by controlling shareholders. This would help to promote a sound development of Chinese listed firms and the capital market.

The research provides useful information on the impact of ownership structure on private benefits of control in a sample of listed firms in China.