Staggered boards and the wealth of shareholders

evidence from two natural experiments

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Staggered boards and the wealth of shareholde ...
Lucian A. Bebchuk
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Last edited by MARC Bot
October 17, 2020 | History

Staggered boards and the wealth of shareholders

evidence from two natural experiments

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"Abstract: While staggered boards have been documented to be negatively correlated with firm valuation, such association might be due to staggered boards either bringing about lower firm value or merely reflecting the tendency of low-value firms to have staggered boards. In this paper, we use two natural experiments to shed light on the causality question. In particular, we focus on two recent court rulings, separated by several weeks, that affected in opposite directions the antitakeover force of staggered boards: (i) a ruling by the Delaware Chancery Court approving the legality of shareholder-adopted bylaws that weaken the antitakeover force of a staggered board by moving the company's annual meeting up from later parts of the calendar year to January, and (ii) the subsequent decision by the Delaware Supreme Court to overturn the Chancery Court ruling and invalidate such bylaws. We find evidence consistent with the hypothesis that the Chancery Court ruling increased the value of affected companies -- namely, companies with a staggered board and an annual meeting in later parts of the calendar year -- and that the Supreme Court ruling produced a reduction in the affected companies' value. The identified effects were most pronounced for firms for which control contests are especially relevant due to relative underperformance, small firm size, high asset pledgibility, or high takeover intensity in their industry. Our findings have implications for the long-standing debate on staggered boards. The findings are consistent with the market's viewing staggered boards as bringing about a reduction in firm value. Our findings are thus consistent with leading institutional investors' policies in favor of board de-staggering, and with the view that the ongoing process of board de-staggering in public firms can be expected to enhance shareholder value"--John M. Olin Center for Law, Economics, and Business web site.

Publish Date
Publisher
Harvard Law School
Language
English

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Book Details


Edition Notes

Title from PDF file as viewed on 6/7/2011.

Includes bibliographical references.

Also available in print.

System requirements: Adobe Acrobat Reader.

Published in
Cambridge, MA
Series
Discussion paper -- no. 697, Discussion paper (John M. Olin Center for Law, Economics, and Business : Online) -- no. 697.

Classifications

Library of Congress
K487.E3

The Physical Object

Format
Electronic resource

ID Numbers

Open Library
OL24866443M
LCCN
2011656080

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History

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October 17, 2020 Edited by MARC Bot import existing book
July 27, 2011 Created by LC Bot import new book