Proxy Access: Investors Losing What They Never Had

Proxy battles, in the meantime, can be prohibitively expensive. Stan Gold, the former Disney director who helped lead the fight to oust Eisner, estimated that the campaign cost dissident shareholder Roy Disney some $3 million to $5 million. Sam Wyly, who in 2001 ran a competitive slate against the then current directors of Computer Associates (CA), spent an estimated $12 million on his unsuccessful effort. (CA has replaced much of its board in the past two years in the wake of a financial restatement and an SEC investigation.)

"The cost of mounting a proxy fight is impossible for the small investor," Howell said.

So, the best hope for shareholders to influence corporate boards lies in a seemingly weak measure that may not pass.

>To order reprints of this article, click here: Reprints