Staggered Board - Explained
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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:
- Board Continuity - Smoother transition between incoming and outgoing members.
- Anti takeover provisions - Staggered Boards are more immune to hostile takeovers than traditional boards.
Staggered Board critics cite the following reasons as its disadvantages:
- Less Board accountability to shareholders.
- 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.
- Corporate Governance Law (Intro)
- What is Business Governance?
- Berle-Means Thesis
- Corporate Governance Rating Definition
- Who are the members of a corporation?
- Corporate Charter
- Shareholder Register
- Common Stock
- Preferred Stock
- Par Value
- Authorized Shares
- Issued Shares of Stock
- Unissued Shares of Stock
- Outstanding Shares
- Institutional Shares
- Dual Class Shares
- What is a closely-held corporation?
- Close Corporation Plan Definition
- What is a Private Company vs a Public Company?
- What is the role and purpose of the corporation?
- What is the Agency theory of corporate governance?
- Shareholder-Centric Perspective
- Shareholder Value
What is the Stakeholder theory of corporate governance?
What is the role & rights of Shareholders in the corporation?
- Shareholder Democracy Definition
- Quorum Definition
- Class Voting Shareholders
- Changing the Voting Rules
- Supermajority (Voting)
- Shareholder Sponsored Proposal
- What are the variations on attributes of Ownership structure?
- Stock Split
- What are the fiduciary duties owed by shareholders?
- When is a shareholder personally liable for corporate obligations?
- Appraisal Rights
- Dissenter's Rights
- Say on Pay Rights
- How can shareholder enforce their rights (direct and derivative actions)?
- What is the process for bringing a Derivative action?
- What are corporate vote Proxies?
- Proxy Statement
- Proxy Fight or Contest Definition & Explanation
- What is Shareholder Activism and the significance of Institutional Investors?
- Activist Investor
- Overview of Board of Directors
- Board Decision Making
- Advisory Board (Observer Directors)
- What is the role of the Board of Directors?
- Board of Trustees
- Board of Governors
- Outside Director
- Outside Director or Non-Executive Director Definition
- Independent Outside Director
- Budget Committee
- Audit Committee
- Compensation Committee
- Nomination Committee (Corporate Board)
- What standards govern the actions of the board of directors?
- Duty of Candor Definition
- Board Evaluation Definition
- What is the Business Judgment Rule?
- What is D&O insurance?
- Codetermination (Foreign)
- What is the role of Managers of the corporation?
- What standards govern manager actions?
- Chief Executive Officer (CEO)
- Chief Financial Officer
- Chief Information Officer (CIO)
- Chief Investment Officer (CIO)
- Chief Legal Officer
- Chief Operating Officer
- Chief Risk Officer
- Chief Security Officer
- Chief Technology Officer (CTO)
- What are the primary state and federal corporate governance laws?
- What is the role of the state in corporate governance?
- What is the role of Securities Laws in corporate governance?
- What is the role of the Foreign Corrupt Practices Act in corporate governance?
- What is the Sarbanes-Oxley Act (SOX) effect on corporate governance?
- Sarbanes-Oxley Act (SOX)
- What is the Dodd-Frank Wall Street Reform and Consumer Protection Act effect on corporate governance?
- Corporate Monitors
- What industry organization standards affect corporate governance?
- How do proxy advisory firms affect corporate governance?
- What is the role of ethics in corporate governance?
- What are the major causes of corporate governance issues?
- What are the access to information issues?
- What are decision-making structure issues?
- What are the power struggle or competition issues?
- Holding Company
- What are hostile takeovers and defenses to hostile takeovers?
- Williams Act
- Staggered Board
- Delay-Tactic Defenses?
- Legal Lockup Defenses?
- White Knight and Pac Man Defenses?
- Jonestown Defense
- Lady Macbeth Strategy
- Macaroni Defense
- Yellow Knight
- Back-end Plan Definition
- Backflip Takeover Definition
- Dead Hand Provision Definition
- Kamikaze Defense
- Operating Company Property Company Model
- Scorched Earth Policy Definition
- Revlon Rule
- What are benefit-alignment issues?
- Cadbury Rules Definition