Staggered Board (Classified Board) Definition

A Board of Directors that is made of different classes of directors serving for different term lengths is called a Staggered Board or a Classified Board. Staggered Board elections are held annually to elect, re-elect, or fill in vacancies, for the different classes of directors, by shareholder voting. Directors are commonly elected for term sizes of one, three, or five years.

A Little More on What is a Staggered Board

A staggered board is an assemblage of board of directors in which a part of the board gets elected every year. Such an election involving a staggered board is known as a staggered election. Since a staggered board comprises various classes of directors, it is also referred to as a classified board. The fact that different classes of a staggered board go to elections every year, makes it impossible to gain absolute control over it in a single election cycle. Now let us take an instance of a firm that has 12 members of the board of directors divided into three classes (C1, C2 and C3) of four members each. Suppose, we have the following tenures for each class:

• C1 - 1 year
• C2 - 2 years
• C3 - 3 years

In the above example, it is evident that no more than a third of the total number of directors will make the transition to a subsequent year. Such an arrangement makes it extremely difficult for hostile bidders to take absolute control over the staggered board at any given point of time. This is in sharp contrast to a non-staggered board of directors that can be subjugated outright. In fact, the combination of a staggered board and another antitakeover protection instrument such as a poison pill is essentially unbeatable. There are several reputed companies that have incorporated a staggered board, one of the most notable among them being McDonalds. Staggered boards do have their share of critics who argue that in such an arrangement, board directors are typically under much lesser external pressure to uphold the ethos of management. This, they contend, adversely affects shareholder interest. Also, a staggered board acting as a poison pill can pose a threat to genuine bidders that are actually concerned with enriching shareholders. However, detractors of this theory suggest that staggered boards are a rational tool of defense against giant corporate investors looking for easy acquisitions for their own vested interests, as well as hostile bidders that seek to gain from a split-up of the business. Also, a staggered board can come across as a bargaining tool for a firm that can use it to negotiate terms to its advantage with potential acquirers. Moreover, staggered boards can potentially strengthen a firms long-term commitments with its partners by encouraging management to partake in long-term projects. However, the above advantages are speculative in nature and their impact typically relies on situational factors.

A public company's annual proxy materials contain the Board of Directors statement, composition, and corporate governance policies. Staggered Board proponents favour it over traditional boards due mainly to:

1. Board Continuity - Smoother transition between incoming and outgoing members.
2. Anti takeover provisions - Staggered Boards are more immune to hostile takeovers than traditional boards.

Staggered Board critics cite the following reasons as its disadvantages:

1. Less Board accountability to shareholders.
2. It creates a fraternity of Board members more loyal to each other and their interests than the interests of the company and shareholders.

A Harvard University study published in the Stanford Law Review posits that 70% of the companies going public in 2001 had a Staggered Board structure. However, it also found that shareholders returns diminished significantly over time when the company had a Staggered Board structure as opposed to those with traditionally elected Boards, especially in the event of a hostile takeover. Taking over a Staggered Board poses multiple hurdles for shareholders. Theres a minimum wait period of one year for the next elections to be held. Also, shareholders need two seats on the Staggered Board and hence need to wait some more for another member to get elected and gain board control. Hostile bidders with a single seat on the Board let it use poison pill tactics to stall the takeover. Hostile takeovers of Staggered Boards are sometimes beneficial to shareholders as hostile bidders are more likely to offer premium prices for their shares after a hostile bid. The Harvard study also found that share prices of companies with Staggered Boards, increased by 31.8%, within three quarters of a hostile takeover bid announcement, much less in comparison with the 43.4% average increase in prices of companies that had regular Boards. Staggered Boards sometimes serve interests that are distinct from shareholders and the company and hence not the most ideal Board structure set up. Even if they safeguard against hostile takeovers, their goals are at odds with shareholders. Although Board continuity is important, it shouldnt come at the cost of the company's growth and direction.

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