The Powerful Antitakeover Force of Staggered Boards: Theory, Evidence, and Policy

By L. Bebchuk, John C. Coates, Guhan Subramanian. 2002

411 citations recorded by the source corpus.

Subfields: Accounting, Strategy and Management

View Paper: https://www.semanticscholar.org/paper/d7c49b5145243e2caa502a19c78dcda340c497ca

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Citations in the corpus

Accelerated Vesting of Employee Stock Options in Anticipation of FAS 123-R* (2009, neutral): “There is evidence that staggered boards are a key determinant for whether a target receiving a hostile bid will remain independent (Bebchuk, Coates, and Subramanian 2002).”
Capital structure, executive compensation, and investment efficiency (2013, background): “To the extent that executives can influence their own compensation structures (see Bebchuk et al., 2002), it seems plausible that when investment distortions lead to increases in equity (debt) values, executive compensation leverage is lowered (raised) in response.”
CEO Duality, Agency Costs, and Internal Capital Allocation Efficiency (2019, positive): “A staggered board may exacerbate agency problems and lead to CEO entrenchment, as it potentially insulates the firm from the pressure of the market for corporate control (Bebchuk et al. , 2002; Cohen and Wang, 2013; Amihud and Stoyanov, 2017).”
Activist arbitrage: A study of open-ending attempts of closed-end funds (2010, methodology): “Following Bebchuk, Coates, and Subramanian (2002) and Del Guercio, Dann, and Partch (2003), we also use a dummy variable for staggered board in place of GOV.”
With greater power comes greater responsibility? takeover protection and corporate attention to stakeholders (2009, background): “Because these three takeover defenses work most effectively in conjunction, they enabled Delaware-incorporated firms with staggered boards to implement a poison pill defense, even when the bidder had already won the first proxy contest (Bebchuk, Coates, and Subramanian, 2002).”
The choice of corporate liquidity and corporate governance (2009, background): “According to Bebchuk et al. (2002), staggered boards in conjunction with poison pills are an effective takeover deterrent.”
Board classification and managerial entrenchment: Evidence from the market for corporate control (2008, neutral): “Bebchuk, Coates, and Subramanian (2002) suggest that the election of a single slate of directors proposed by a hostile bidder is equivalent to a successful shareholder referendum on the bid.”
Accounting Restatements, Governance and Municipal Debt Financing (2013, positive): “Prior research finds that staggered corporate boards discourage takeover (Bebchuk et al. 2002) and, as such, significantly insulate management from market discipline (Faleye 2007).”