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- December 2022 (Revised May 2024)
- Background Note
Brief Note on Staggered Boards
By: Lynn S. Paine and Will Hurwitz
This background note discusses the evolution, use, and prevalence of staggered boards. By comparison with unitary boards whose members are all elected annually for one-year terms, staggered boards are divided into subsets of directors, with one subset up for election... View Details
Keywords: Corporate Governance; Governing and Advisory Boards; Business History; Trends; Decision Choices and Conditions; United States
Paine, Lynn S., and Will Hurwitz. "Brief Note on Staggered Boards." Harvard Business School Background Note 323-040, December 2022. (Revised May 2024.)
- Winter 2021
- Article
Can Staggered Boards Improve Value? Causal Evidence from Massachusetts
By: Robert Daines, Shelley Xin Li and Charles C.Y. Wang
We study the effect of staggered boards (SBs) using a quasi-experiment: a 1990 law that imposed an SB on all Massachusetts-incorporated firms. The law led to an increase in Tobin's Q, investment in CAPEX and R&D, patents, higher-quality patented innovations, and... View Details
Keywords: Staggered Board; Entrenchment; Life-cycle; Tobin's Q; Innovation; Profitability; Investor Composition; Governing and Advisory Boards; Investment; Innovation and Invention; Institutional Investing; Value
Daines, Robert, Shelley Xin Li, and Charles C.Y. Wang. "Can Staggered Boards Improve Value? Causal Evidence from Massachusetts." Contemporary Accounting Research 38, no. 4 (Winter 2021): 3053–3084.
- Blog Post
Reexamining Staggered Boards and Shareholder Value
By: Alma Cohen and Charles CY Wang
Cohen, Alma, and Charles CY Wang. "Reexamining Staggered Boards and Shareholder Value." Harvard Law School Forum on Corporate Governance (December 13, 2017). https://corpgov.law.harvard.edu/2017/12/13/reexamining-staggered-boards-and-shareholder-value/.
- September 2017
- Article
Reexamining Staggered Boards and Shareholder Value
By: Charles C.Y. Wang and Alma Cohen
Cohen and Wang (2013) (CW2013) provide evidence consistent with market participants perceiving staggered boards to be value reducing. Amihud and Stoyanov (2016) (AS2016) contests these findings, reporting some specifications under which the results are not... View Details
Keywords: Staggered Boards; Takeover Defense; Antitakeover Provision; Firm Value; Delaware; Airgas; Governing and Advisory Boards; Corporate Governance; Value
Wang, Charles C.Y., and Alma Cohen. "Reexamining Staggered Boards and Shareholder Value." Journal of Financial Economics 125, no. 3 (September 2017): 637–647.
- June 7, 2016
- Blog Post
The Value-Decreasing Effect of Staggered Boards
By: Alma Cohen and Charles CY Wang
Cohen, Alma, and Charles CY Wang. "The Value-Decreasing Effect of Staggered Boards." Harvard Law School Forum on Corporate Governance (June 7, 2016). https://corpgov.law.harvard.edu/2016/06/07/the-value-decreasing-effect-of-staggered-boards/.
- 2015
- Working Paper
Staggered Boards and Shareholder Value: A Reply to Amihud and Stoyanov
By: Alma Cohen and Charles C.Y. Wang
In a paper published in the Journal of Financial Economics in 2013, we provided evidence that market participants perceive staggered boards to be on average value-reducing. In a recent response paper, Amihud and Stoyanov (2015) “contest” our results. They... View Details
Keywords: Staggered Boards; Takeover Defense; Antitakeover Provision; Firm Value; Agency Costs; Delaware; Chancery Court; Airgas; Governing and Advisory Boards; Acquisition; Corporate Governance; Business and Shareholder Relations; Delaware
Cohen, Alma, and Charles C.Y. Wang. "Staggered Boards and Shareholder Value: A Reply to Amihud and Stoyanov." Harvard Business School Working Paper, No. 16-097, February 2016.
- 2014
- Article
Delaware's Choice
This article first documents the shift to annual elections of all directors at most U.S. corporations and argues that the alternative of "ineffective" staggered boards would have been more desirable, as a policy matter, but is now a missed opportunity. Using this... View Details
Subramanian, Guhan. "Delaware's Choice." Delaware Journal of Corporate Law 39, no. 1 (2014). (Delivered as the 29th Annual Francis G. Pileggi Distinguished Lecture in Law in Wilmington, Delaware in November 2013. Selected by academics as one of the “top ten” articles in corporate/securities law for 2014, out of 560 articles published in that year.)
- December 2013
- Article
How Do Staggered Boards Affect Shareholder Value? Evidence from a Natural Experiment
By: Alma Cohen and Charles C.Y. Wang
The well-established negative correlation between staggered boards (SBs) and firm value could be due to SBs leading to lower value or a reflection of low-value firms' greater propensity to maintain SBs. We analyze the causal question using a natural experiment... View Details
Keywords: Staggered Board; Takeover Defense; Antitakeover Provision; Proxy Fight; Tobin's; Firm Value; Agency Cost; Delaware; Chancery Court; Airgas; Governing and Advisory Boards; Corporate Governance
Cohen, Alma, and Charles C.Y. Wang. "How Do Staggered Boards Affect Shareholder Value? Evidence from a Natural Experiment." Journal of Financial Economics 110, no. 3 (December 2013): 627–641.
- December 2003 (Revised August 2004)
- Case
Circon (A) (Abridged)
By: Brian J. Hall, Christopher Rose and Guhan Subramanian
In 1996, U.S. Surgical launched a hostile takeover bid against Circon Corp. CEO Richard Auhll recruited an old HBS friend, George Cloutier, to the Circon board to help him defend the company. Circon's primary defenses include a "poison pill" and a staggered board and... View Details
Keywords: Motivation and Incentives; Governing and Advisory Boards; Executive Compensation; Trust; Relationships; Acquisition; Business and Shareholder Relations; Medical Devices and Supplies Industry; United States
Hall, Brian J., Christopher Rose, and Guhan Subramanian. "Circon (A) (Abridged)." Harvard Business School Case 904-023, December 2003. (Revised August 2004.)
- March 2001 (Revised December 2003)
- Case
Circon (A)
By: Brian J. Hall, Guhan Subramanian and Christopher A Rose
In 1996, U.S. Surgical launched a hostile takeover bid against Circon Corp. After building the company for 20 years, CEO Richard Auhll takes a defensive stand that includes inviting an old HBS friend (George Cloutier) to join the fight as a director of Circon. A... View Details
Keywords: Motivation and Incentives; Corporate Governance; Medical Devices and Supplies Industry; United States
Hall, Brian J., Guhan Subramanian, and Christopher A Rose. "Circon (A)." Harvard Business School Case 801-403, March 2001. (Revised December 2003.)
- Research Summary
Corporate Governance
The characteristics and structure of boards of directors have important implications for firm performance. Professor Wang has found that firms with well-connected boards whose members have strong network connections provide economic benefits that are not immediately... View Details